tyco electronics · 2015. 11. 13. · tyco electronics ltd. rheinstrasse 20 ch-8200 schaffhausen,...

24NOV200917054069

9JAN200818554886

January 20, 2011

Dear Shareholder,

You are invited to attend the 2011 Annual General Meeting of Shareholders of TycoElectronics Ltd., to be held on March 9, 2011 at 2:00 p.m., Central European Time (8:00 a.m., EasternStandard Time), at the Radisson Blu Hotel, Zurich Airport, Zurich, Switzerland. Details of the businessto be presented at the meeting can be found in the accompanying Invitation to Annual GeneralMeeting of Shareholders and Proxy Statement.

If you cannot attend, you can ensure that your shares are represented at the meeting by promptlycompleting, signing, and dating your proxy card and returning it in the enclosed envelope.

We look forward to seeing you at the meeting.

Sincerely,

Frederic M. PosesChairman of the Board

Tyco Electronics Ltd.Rheinstrasse 20

CH-8200 Schaffhausen, Switzerland

Tel: +41 (0)52 633 66 61Fax: +41 (0)52 633 66 99

Contents

Invitation to Annual General Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Questions and Answers About This Proxy Statement and Voting . . . . . . . . . . . . . . . . . . . . . . 5

Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . 13

�Agenda Item No. 1—Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Nominees for Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

The Board of Directors and Board Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Management Development and Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . 48

Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . 48

Executive Officer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

Compensation of Non-Employee Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . 63

Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

�Agenda Item No. 2—Approval of Annual Report and Financial Statements for the Fiscal YearEnded September 24, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

�Agenda Item No. 3—Release the Members of the Board of Directors and Executive Officersfor Activities During the Fiscal Year ended September 24, 2010 . . . . . . . . . . . . . . . . . . . . . 68

�Agenda Item No. 4—Election of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

�Agenda Item No. 5—Advisory Vote on Executive Compensation . . . . . . . . . . . . . . . . . . . . . . 72

�Agenda Item No. 6—Advisory Vote on Frequency of Executive Compensation Advisory Vote . 74

�Agenda Item No. 7—Declaration of Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

�Agenda Item No. 8—Change of our Corporate Name from ‘‘Tyco Electronics Ltd.’’ to ‘‘TEConnectivity Ltd.’’ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

�Agenda Item No. 9—Renewal of Authorized Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

�Agenda Item No. 10—Approval of Reduction of Share Capital for Shares Acquired under ourShare Repurchase Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

�Agenda Item No. 11—Authorization Relating to Share Repurchase Program . . . . . . . . . . . . . 82

�Agenda Item No. 12—Approval of any Adjournments or Postponements of the Meeting . . . . . 84

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

Tyco Electronics 2012 Annual General Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . 85

Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

Appendix A—Primary Talent Market Peer Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

�Agenda items to be voted upon at the meeting

2011 Annual General Meeting Proxy Statement i

TYCO ELECTRONICS LTD.Rheinstrasse 20

CH-8200 Schaffhausen, Switzerland

Invitation to Annual General Meeting of Shareholders

Time and Date: 2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time),on March 9, 2011

Place: The Radisson Blu Hotel, Zurich Airport, Zurich, Switzerland

Agenda Items: 1. Election of ten (10) directors proposed by the Board of Directors;

2. Approval of (i) the 2010 Annual Report of Tyco Electronics Ltd.(excluding the statutory financial statements for the fiscal year endedSeptember 24, 2010 and the consolidated financial statements for thefiscal year ended September 24, 2010), (ii) the statutory financialstatements of Tyco Electronics Ltd. for the fiscal year endedSeptember 24, 2010, and (iii) the consolidated financial statements ofTyco Electronics Ltd. for the fiscal year ended September 24, 2010;

3. Release of the members of the Board of Directors and executiveofficers of Tyco Electronics for activities during the fiscal year endedSeptember 24, 2010;

4. Election of (i) Deloitte & Touche LLP as our independent registeredpublic accounting firm for fiscal year 2011, (ii) Deloitte AG, Zurich,Switzerland, as our Swiss registered auditor until our next annual generalmeeting, and (iii) PricewaterhouseCoopers AG, Zurich, Switzerland, asour special auditor until our next annual general meeting;

5. Advisory vote on executive compensation;

6. Advisory vote on frequency of executive compensation advisory vote;

7. Declaration of dividend;

8. Change of our corporate name from ‘‘Tyco Electronics Ltd.’’ to TEConnectivity Ltd.’’;

9. Renewal of authorized capital;

10. Approval of reduction of share capital for shares acquired under ourshare repurchase program;

11. Authorization relating to share repurchase program;

12. Approval of any adjournments or postponements of the meeting; and

13. Transaction of any other business properly brought at the meeting.

Persons Who Will ReceiveProxy Materials: A copy of the proxy materials, including a proxy card, has been sent to

each shareholder registered in our share register as of the close ofbusiness (Eastern Standard Time) on January 19, 2011. A copy of theproxy materials will also be sent to any additional shareholders who areregistered in our share register as shareholders with voting rights, or who

2011 Annual General Meeting Proxy Statement 1

become beneficial owners through a nominee registered in our shareregister as a shareholder with voting rights, as of the close of business(Eastern Standard Time) on February 17, 2011.

Admission to Meeting andPersons Eligible to Vote: Shareholders who are registered with voting rights in our share register

as of the close of business (Eastern Standard Time) on February 17, 2011have the right to attend the Annual General Meeting and vote theirshares, or may grant a proxy to vote on each of the agenda items in thisinvitation and any other matter properly presented at the meeting forconsideration.

Shareholders who hold their shares in the name of a bank, broker orother nominee should follow the instructions provided by their bank,broker or nominee. Beneficial owners who have not obtained a proxyfrom their bank, broker or nominee are not entitled to vote in person atthe Annual General Meeting.

Granting of Proxy: Shareholders of record with voting rights who do not wish to attend theAnnual General Meeting have the right to appoint as proxy the TycoElectronics officers named in the enclosed proxy card. Alternatively, theymay appoint Dr. Jvo Grundler, Ernst & Young AG, as independentproxy, pursuant to article 689c of the Swiss Code of Obligations with fullrights of substitution by marking the appropriate box on and submittingthe enclosed proxy card, or grant a written proxy to any person, whodoes not need to be a shareholder.

The proxies granted to the Tyco Electronics officers named in the proxycard or the independent proxy must be received no later than 5:00 p.m.,Central European Time (11:00 a.m., Eastern Standard Time) on March 8,2011. A shareholder of record who gives a proxy may revoke it at anytime before it is exercised by voting in person at the meeting, or, subjectto timing limitations, by delivering a subsequent proxy or by notifying theSecretary of Tyco Electronics or the independent proxy in writing of suchrevocation.

With regard to the items listed on the agenda and without any explicitinstructions to the contrary, the Tyco Electronics officers acting as proxyand the independent proxy will vote according to the recommendation ofthe Board of Directors of Tyco Electronics other than for Agenda ItemNo. 6 which will be voted as an abstain vote. If new agenda items (otherthan those on the agenda) or new proposals or motions regarding agendaitems set out in this Invitation to Annual General Meeting are being putforth at the meeting, the Tyco Electronics officers acting as proxy willvote in accordance with the recommendation of the Board of Directors,as will the independent proxy.

Proxy Holders ofDeposited Shares: Institutions subject to the Swiss Federal Law on Banks and Savings

Banks as well as professional asset managers who hold proxies forholders of record with voting rights who did not grant proxies to TycoElectronics officers or the independent proxy must inform TycoElectronics of the number of shares they represent by mail so that wereceive notice no later than 5:00 p.m., Central European Time(11:00 a.m., Eastern Standard Time), on March 8, 2011. This information

2 2011 Annual General Meeting Proxy Statement

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must be mailed to: Tyco Electronics Ltd., Attention: Secretary,Rheinstrasse 20, CH-8200 Schaffhausen, Switzerland.

Date of Mailing: This Invitation to Annual General Meeting of Shareholders and ProxyStatement and the enclosed proxy card are first being sent on or aboutJanuary 28, 2011 to each shareholder of record of Tyco Electronicsregistered shares at the close of business (Eastern Standard Time) onJanuary 19, 2011.

By order of the Board of Directors,

Harold G. BarksdaleCorporate Secretary

January 20, 2011


(This page has been left blank intentionally.)


PROXY STATEMENTFOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

TYCO ELECTRONICS LTD.TO BE HELD ON WEDNESDAY, MARCH 9, 2011

QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING

Why am I receiving these materials?

Tyco Electronics’ Board of Directors is soliciting your proxy to vote at the Annual GeneralMeeting to be held at 2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time), onMarch 9, 2011, at the Radisson Blu Hotel, Zurich Airport, Zurich, Switzerland. The informationprovided in this proxy statement is for your use in determining how you will vote on the agenda itemsdescribed within.

We have sent this proxy statement and proxy card to each person who is registered as a holder ofour shares in the register of shareholders (such owners are often referred to as ‘‘holders of record’’ or‘‘record holders’’) as of the close of business (Eastern Standard Time) on January 19, 2011. We willalso send a copy of this proxy statement and proxy card to any additional shareholders who becomeregistered in our share register after the close of business (Eastern Standard Time) on January 19, 2011and continue to be registered in our share register at the close of business (Eastern Standard Time) onFebruary 17, 2011. Distribution of this proxy statement and a proxy card to shareholders is scheduled tobegin on or about January 28, 2011.

We have requested that banks, brokerage firms and other nominees who hold Tyco Electronicsshares on behalf of the owners of the shares (such owners are often referred to, and we refer to thembelow, as ‘‘beneficial owners,’’ ‘‘beneficial shareholders’’ or ‘‘street name holders’’) as of the close ofbusiness (Eastern Standard Time) on January 19, 2011 forward these materials, together with a proxycard or voting instruction card, to those beneficial shareholders. We have also requested that banks,brokerage firms and other nominees who hold Tyco Electronics shares on behalf of beneficial ownersforward these materials, together with a proxy card or voting instruction card, to any additionalbeneficial owners who acquire their shares after January 19, 2011 and continue to hold them at theclose of business (Eastern Standard Time) on February 17, 2011. We have agreed to pay the reasonableexpenses of the banks, brokerage firms and other nominees for forwarding these materials. We alsohave provided for these materials to be sent to persons who have interests in our shares throughparticipation in our employee share purchase plans. These individuals are not eligible to vote directly atthe Annual General Meeting, but they may instruct the trustees of these plans how to vote the sharesrepresented by their interests. The enclosed proxy card also will serve as voting instructions for thetrustees of the plans.

Are proxy materials available on the Internet?

Yes.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting tobe Held on March 9, 2011.

Our proxy statement for the Annual General Meeting to be held on March 9, 2011, other proxymaterial and our annual report to shareholders for fiscal year 2010 is available athttp://www.te.com/2011AnnualMeeting.


What agenda items are scheduled to be voted on at the meeting?

The twelve agenda items scheduled for a vote are:

• Agenda Item No. 1: To elect ten (10) nominees proposed by the Board of Directors asdirectors to hold office until the next annual general meeting of shareholders;

• Agenda Item No. 2: To approve (i) the 2010 Annual Report of Tyco Electronics Ltd.(excluding the statutory financial statements for the fiscal year ended September 24, 2010and the consolidated financial statements for the fiscal year ended September 24, 2010),(ii) the statutory financial statements of Tyco Electronics Ltd. for the fiscal year endedSeptember 24, 2010, and (iii) the consolidated financial statements of Tyco Electronics Ltd.for the fiscal year ended September 24, 2010;

• Agenda Item No. 3: To release the members of the Board of Directors and executiveofficers of Tyco Electronics for activities during the fiscal year ended September 24, 2010;

• Agenda Item No. 4: To elect (i) Deloitte & Touche LLP as our independent registeredpublic accounting firm for fiscal year 2011, (ii) Deloitte AG, Zurich, Switzerland, as ourSwiss registered auditor until our next annual general meeting, and(iii) PricewaterhouseCoopers AG, Zurich, Switzerland, as our special auditor until our nextannual general meeting;

• Agenda Item No. 5: To cast an advisory vote on executive compensation;

• Agenda Item No. 6: To cast an advisory vote on the frequency with which advisory votes onexecutive compensation will be held;

• Agenda Item No. 7: To approve a dividend payment to shareholders in a Swiss francamount equal to US$ 0.72 per issued share (including treasury shares) to be paid in fourequal quarterly installments of US$ 0.18 starting with the third fiscal quarter of 2011 andending in the second fiscal quarter of 2012 pursuant to the terms of the dividend resolution;

• Agenda Item No. 8: To approve the change of our corporate name from ‘‘TycoElectronics Ltd.’’ to TE Connectivity Ltd.’’ and related amendments to our articles ofassociation;

• Agenda Item No. 9: To approve a renewal of authorized capital and related amendment toour articles of association;

• Agenda Item No. 10: To approve a reduction of share capital for shares acquired under ourshare repurchase program and related amendments to our articles of association;

• Agenda Item No. 11: To approve an authorization related to our share repurchase program;and

• Agenda Item No. 12: To approve any adjournments or postponements of the meeting.

What is the recommendation of the Board of Directors on each of the agenda items scheduled to bevoted on at the meeting? How do the Board of Directors and executive officers intend to vote withrespect to the agenda items?

Tyco Electronics’ Board of Directors recommends that you vote FOR each of the agenda itemslisted above as recommended by our Board of Directors except for Agenda Item No. 6, which offersthree alternatives and for which the Board has not made a recommendation because it has decided toconsider the views of the company’s shareholders before making a determination. Our directors andexecutive officers have indicated that they intend to vote their shares in favor of each of the agendaitems, except for Agenda Item No. 3 (Release the Members of the Board of Directors and Executive


Officers of Tyco Electronics for Activities during the Fiscal Year ended September 24, 2010), wherethey are by law precluded from voting their shares, and for Agenda Item No. 6 (Advisory Vote onFrequency of Executive Compensation Advisory Vote). On January 3, 2011, our directors and executiveofficers and their affiliates beneficially owned approximately 1.1% of the outstanding shares.

What is the difference between being a shareholder of record and a beneficial owner?

If your shares are registered directly in your name in our share register operated by our stocktransfer agent, you are considered the ‘‘shareholder of record’’ of those shares.

If your shares are held in a stock brokerage account or by a bank or other nominee on your behalfand the broker, bank or nominee is registered in our share register as a shareholder with voting rights,your broker, bank or other nominee is considered the shareholder of record and you are consideredthe ‘‘beneficial owner’’ or ‘‘street name holder’’ of those shares. In this case, the shareholder of recordthat is registered as a shareholder with voting rights has forwarded these proxy materials, and separatevoting instructions, to you. As the beneficial owner, you have the right to direct the shareholder ofrecord how to vote your shares by following the voting instructions they have provided with thesematerials. Because you are not the shareholder of record, you may not vote your shares in person atthe meeting unless you receive a valid proxy from your broker, bank or other nominee that holds yourshares giving you the right to vote the shares in person at the meeting.

Who is entitled to vote?

Shareholders of record

All shareholders registered in our share register at the close of business (Eastern Standard Time)on February 17, 2011 are entitled to vote on the matters set forth in this proxy statement and any othermatter properly presented at the meeting for consideration, provided such shareholders will havebecome registered as shareholders with voting rights by that time. See ‘‘—I am a shareholder of record.How do I become registered as a shareholder with voting rights?’’

Beneficial owners

Beneficial owners whose banks, brokers or nominees are shareholders registered in our shareregister with respect to the beneficial owners’ shares at the close of business (Eastern Standard Time)on February 17, 2011 are entitled to vote on the matters set forth in this proxy statement and any othermatter properly presented at the meeting for consideration, provided such banks, brokers or nomineesbecome registered as shareholders with voting rights. See ‘‘—I am a shareholder of record. How do Ibecome registered as a shareholder with voting rights?’’

What if I am the record holder or beneficial owner of shares at the close of business (Eastern StandardTime) on January 19, 2011 but sell or otherwise transfer those shares before the close of business(Eastern Standard Time) on February 17, 2011?

Holders of record and beneficial owners will not be entitled to vote their shares or provideinstructions to vote with respect to their shares if they hold shares at the close of business (EasternStandard Time) on January 19, 2011 but sell or otherwise transfer those shares before the close ofbusiness (Eastern Standard Time) on February 17, 2011.

I am a shareholder of record. How do I become registered as a shareholder with voting rights?

If you are a shareholder of record, you have been registered as a shareholder with voting rights inour share register, unless in certain circumstances (such as failure to comply with particular disclosurerequirements set forth in our articles of association) we have specifically advised you that you areregistered as a shareholder without voting rights.


How do I attend the Annual General Meeting?

For admission to the meeting, shareholders of record with voting rights should bring the admissionticket attached to the enclosed proxy card to the check-in area, where their ownership will be verified.Those who have beneficial ownership of registered shares held by a bank, brokerage firm or othernominee which has voting rights must bring to the check-in area account statements or letters fromtheir banks, brokers or nominees showing that they own Tyco Electronics registered shares as of theclose of business (Eastern Standard Time) on February 17, 2011. Registration will begin at 1:00 p.m.,Central European Time (7:00 a.m., Eastern Standard Time), and the meeting will begin at 2:00 p.m.,Central European Time (8:00 a.m., Eastern Standard Time). See ‘‘—How do I vote if I am ashareholder of record?’’ and ‘‘—How do I vote if I am a beneficial shareholder?’’ for a discussion ofwho is eligible and how to vote in person at the Annual General Meeting.

How do I vote if I am a shareholder of record?

If you are a registered shareholder, you can vote in the following ways:

At the Annual General Meeting: If you are a shareholder of record with voting rights of TycoElectronics registered shares who plans to attend the Annual General Meeting and wishes to vote yourshares in person, we will give you a ballot at the meeting.

Even if you plan to be present at the Annual General Meeting, we encourage you to complete andmail the enclosed card to vote your shares by proxy. If you are a holder of record, you may stillattend the Annual General Meeting and vote in person.

By Mail: If you are a holder of record with voting rights, you may vote by marking, dating andsigning the enclosed proxy card and returning it by mail for receipt by no later than indicated below.You may appoint the officers of Tyco Electronics named in the proxy card as your proxy. If you appointofficers of Tyco Electronics as your proxy, you will need to send your proxy card to TycoElectronics Ltd., c/o BNY Mellon Shareowner Services, P. O. Box 3550, South Hackensack, NJ07606-9250, United States of America. Alternatively, you may authorize the independent proxy, Dr. JvoGrundler, Ernst & Young AG, with full rights of substitution, to vote your shares on your behalf. If youappoint the independent proxy, you will need to send your proxy card directly to the independent proxyat the following address: Dr. Jvo Grundler, Ernst & Young AG, Legal, Bleicherweg 21, P.O. Box,CH-8022, Zurich, Switzerland.

In order to assure that your votes are tabulated in time to be voted at the Annual GeneralMeeting, you must submit your proxy card so that it is received by 5:00 p.m., Central EuropeanTime (11:00 a.m., Eastern Standard Time) on March 8, 2011.

If you have timely submitted a properly executed proxy card and clearly indicated your votes, yourshares will be voted as indicated. If you have timely submitted a properly executed proxy card and havenot clearly indicated your votes, your shares will be voted FOR each of the agenda items for which youhave not clearly indicated votes as recommended by our Board of Directors except for AgendaItem No. 6 which will be voted as an abstain vote. If any other matters are properly presented at themeeting, the Tyco Electronics officers or the independent proxy, as applicable, will vote the sharesrepresented by all properly executed proxies in accordance with the recommendation of the Board ofDirectors.

How do I vote if I am a beneficial shareholder?

General: If you hold your shares in street name, you should provide instructions to your bank orbroker on how you wish your vote to be recorded by following the instructions on your votinginstruction form supplied by your bank or broker with these proxy materials.


At the Annual General Meeting: If you are a shareholder who owns shares in street name, you arenot entitled to vote in person at the Annual General Meeting unless you have a proxy, executed inyour favor, from the bank, broker or nominee holder of record of your shares. We will then give you aballot at the meeting.

Can I vote by telephone or via the Internet?

If you are a shareholder of record, you cannot vote by telephone or via the Internet. If you are abeneficial owner, see the voting instruction card provided by your broker, bank or other nominee fortelephone or Internet voting instructions.

How do I appoint Tyco Electronics officers as my proxy?

If you properly fill in your proxy card and mark the appropriate box so as to appoint officers ofTyco Electronics as your proxy, with full rights of substitution, and send it to us in time to vote, yourproxy, meaning one of the individuals named on your proxy card, will vote your shares as you havedirected. If you sign the proxy card but do not make specific choices, you will be deemed to appointofficers of Tyco Electronics as your proxy and your proxy will vote your shares FOR each of the agendaitems listed in the Invitation to Annual General Meeting of Shareholders as recommended by theBoard of Directors except for Agenda Item No. 6 which will be voted as an abstain vote. Alternatively,you can grant a proxy to the independent proxy as described below.

If a new agenda item or a new motion or proposal for an existing agenda item is properlypresented to the Annual General Meeting, the Tyco Electronics officers acting as your proxy will votein accordance with the recommendation of our Board of Directors. At the time of printing this proxystatement, we know of no matters to be acted on at the Annual General Meeting other than thosediscussed in the Invitation to Annual General Meeting of Shareholders and this proxy statement.

How do I appoint the independent proxy as my proxy?

If you are a shareholder of record with voting rights, you may authorize the independent proxy,Dr. Jvo Grundler, with full rights of substitution, to vote your shares on your behalf by marking the boxcorresponding to the independent proxy on the enclosed proxy card. If you authorize the independentproxy to vote your shares without giving instructions, your shares will be voted in accordance with therecommendations of the Board of Directors with regard to the items listed in the Invitation to AnnualGeneral Meeting of Shareholders except for Agenda Item No. 6 which will be voted as an abstain vote.If new agenda items (other than those in the Invitation) or new motions or proposals with respect tothose agenda items set forth in the Invitation are properly being put forth at the Annual GeneralMeeting, the independent proxy will vote in accordance with the recommendation of the Board ofDirectors. Proxy cards authorizing the independent proxy to vote shares on your behalf must be sent bymail directly to the independent proxy at the following address: Dr. Jvo Grundler, Ernst & Young AG,Legal, Bleicherweg 21, P.O. Box, CH-8022, Zurich, Switzerland. These proxy cards must be received nolater than 5:00 p.m., Central European Time (11:00 a.m., Eastern Standard Time), on March 8, 2011.

If my shares are held in ‘‘street name’’ by my broker, will my broker vote my shares for me?

We recommend that you contact your broker. Your broker can give you directions on how toinstruct the broker to vote your shares. If you have not provided instructions to the broker, your brokerwill be able to vote your shares with respect to ‘‘routine’’ matters but not ‘‘non-routine’’ matterspursuant to New York Stock Exchange (‘‘NYSE’’) rules. We believe the following agenda items will beconsidered non-routine under NYSE rules and therefore your broker will not be able to vote yourshares with respect to these agenda items unless the broker receives appropriate instructions from you:Agenda Item No. 1 (Election of Directors), Agenda Item No. 5 (Advisory Vote on Executive


Compensation) and Agenda Item No. 6 (Advisory Vote on Frequency of Executive CompensationAdvisory Vote).

What if I am a proxy holder of deposited shares?

Institutions subject to the Swiss Federal Law on Banks and Savings Banks as well as professionalasset managers who hold proxies for holders of record with voting rights who did not grant proxies toTyco Electronics officers or the independent proxy must inform Tyco Electronics of the number ofshares they represent by mail so that we receive notice no later than 5:00 p.m., Central European Time(11:00 a.m., Eastern Standard Time), on March 8, 2011. This information must be mailed to: TycoElectronics Ltd., Attention: Secretary, Rheinstrasse 20, CH-8200 Schaffhausen, Switzerland.

How many shares can vote at the Annual General Meeting?

Our registered shares are our only class of voting stock. As of January 19, 2011, there were445,482,404 registered shares issued and outstanding and entitled to vote; however, shareholders whoare not registered in our share register as shareholders or do not become registered as shareholderswith voting rights as of the close of business (Eastern Standard Time) on February 17, 2011 will not beentitled to attend, vote or grant proxies to vote at, the Annual General Meeting. See ‘‘—I am ashareholder of record. How do I become registered as a shareholder with voting rights?’’ Shares dulyrepresented at the Annual General Meeting will be entitled to one vote per share for each matterpresented at the Annual General Meeting. Shareholders who are registered in our share register as ofthe close of business (Eastern Standard Time) on February 17, 2011 and who are registered with votingrights may vote in person at the Annual General Meeting as discussed under ‘‘—How do I vote if I ama shareholder of record?—At the Annual General Meeting.’’

What quorum is required for the Annual General Meeting?

The presence, in person or by proxy, of at least the majority of the registered shares entitled tovote constitutes a quorum for the conduct of business at the Annual General Meeting.

What vote is required for approval of each agenda item and what is the effect of broker non-votes andabstentions?

The following agenda items require the affirmative vote of an absolute majority of the votes ofregistered shares with voting rights that are represented at the Annual General Meeting in person orby proxy. An absolute majority means at least half plus one additional vote represented at a generalmeeting of shareholders.

• Agenda Item No. 1: Election of ten (10) directors proposed by the Board of Directors;

• Agenda Item Nos. 2.1, 2.2 and 2.3: Approval of (i) the 2010 Annual Report of TycoElectronics Ltd. (excluding the statutory financial statements for the fiscal year endedSeptember 24, 2010 and the consolidated financial statements for the fiscal year endedSeptember 24, 2010), (ii) the statutory financial statements of Tyco Electronics Ltd. for the fiscalyear ended September 24, 2010, and (iii) the consolidated financial statements of TycoElectronics Ltd. for the fiscal year ended September 24, 2010;

• Agenda Item Nos. 4.1, 4.2 and 4.3: Election of (i) Deloitte & Touche LLP as our independentregistered public accounting firm for fiscal year 2011, (ii) Deloitte AG, Zurich, Switzerland, asour Swiss registered auditor until our next annual general meeting, and(iii) PricewaterhouseCoopers AG, Zurich, Switzerland, as our special auditor until our nextannual general meeting;

• Agenda Item No. 5: Advisory vote on executive compensation;


• Agenda Item No. 6: Advisory vote on frequency of executive compensation advisory vote;

• Agenda Item No. 7: Declaration of dividend;

• Agenda Item No. 8: Change of our corporate name from ‘‘Tyco Electronics Ltd.’’ to TEConnectivity Ltd.’’;

• Agenda Item No. 10: Approval of reduction of share capital for shares acquired under our sharerepurchase program;

• Agenda Item No. 11: Authorization relating to share repurchase program; and

• Agenda Item No. 12: Approval of any adjournments or postponements of the meeting.

The following agenda item requires the affirmative vote of two-thirds of registered shares withvoting rights and the absolute majority of the par value of the registered shares with voting rights thatare represented at the Annual General Meeting in person or by proxy.

• Agenda Item No. 9: Renewal of authorized capital.

The following agenda item requires the affirmative vote of an absolute majority of the votes ofregistered shares with voting rights that are represented at the Annual General Meeting in person orby proxy, not counting the votes of any member of the Board of Directors or any executive officer ofTyco Electronics.

• Agenda Item No. 3: The release of the members of the Board of Directors and executiveofficers for activities during the fiscal year ended September 24, 2010.

Registered shares which are represented by broker non-votes (which occur when a broker holdingshares for a beneficial owner does not vote on a particular agenda item because the broker does nothave discretionary voting power for that particular item and has not received instructions from thebeneficial owner) and registered shares which are cast as abstentions on any matter, are countedtowards the determination of a majority required to approve such agenda item and will therefore havethe effect of an AGAINST vote on that item. Abstentions and broker non-votes are counted forquorum purposes.

Who will count the votes and certify the results?

An independent vote tabulator will count the votes. BNY Mellon Shareowner Services has beenappointed by the Board of Directors as the independent inspector of election and will determine theexistence of a quorum, validity of proxies and ballots, and certify the results of the voting.

If I vote and then want to change or revoke my vote, may I?

If you are a shareholder of record and have granted a proxy to designated officers of TycoElectronics, you may revoke or change your proxy at any time before it is exercised at the meeting bysubmitting a later dated proxy card at or before the meeting, by notifying our Secretary in writing thatyou have revoked your proxy, or by attending the meeting and giving notice of revocation in person. Ifyou wish to revoke your proxy, you must do so in sufficient time to permit the necessary examinationand tabulation of the subsequent proxy or revocation before the vote is taken. Written revocationsshould be directed to:

SecretaryTyco Electronics Ltd.Rheinstrasse 20CH-8200 Schaffhausen, Switzerland


If you are a shareholder of record and have granted a proxy to the independent proxy, Dr. JvoGrundler, you may revoke or change your proxy at any time before it is exercised at the meeting bysubmitting a revocation letter, and new proxy, if applicable, directly to the independent proxy so that itis received by no later than 5:00 p.m., Central European Time (11:00 a.m., Eastern Standard Time) onMarch 8, 2011. Written revocations should be directed to the following address: Dr. Jvo Grundler,Ernst & Young AG, Legal, Bleicherweg 21, P.O. Box, CH-8022, Zurich, Switzerland.

Your presence without voting at the meeting will not automatically revoke your proxy, and anyrevocation during the meeting will not affect votes previously taken at the meeting.

If your shares are held in a stock brokerage account or by a bank or other nominee on yourbehalf, follow the voting instructions provided to you with these materials to determine how you maychange your vote.

Can I sell my shares before the meeting if I have voted?

Yes. Tyco Electronics does not block the transfer of shares before the meeting. However, unlessyou are a shareholder of record with voting rights at the close of business (Eastern Standard Time) onFebruary 17, 2011, your vote will not be counted.

Are shareholders permitted to ask questions at the meeting?

During the Annual General Meeting, shareholders may ask questions or make comments relatingto agenda items following the second of the motion and prior to the taking of the vote by themoderator.

Whom may I contact for assistance?

You should contact Innisfree M&A Incorporated, who we have engaged as a proxy solicitor for theAnnual General Meeting. The contact information for Innisfree is below:

Innisfree M&A Incorporated501 Madison Avenue, 20th FloorNew York, New York 10022, United States of AmericaShareholders call toll free 877-750-9497 (U.S. and Canada)or collect +1-412-232-3651 (international)Banks and brokerage firms call collect 212-750-5834


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of outstanding shares of Tyco Electronics beneficiallyowned as of January 3, 2011 by each current director, each executive officer named in the SummaryCompensation Table and all of our executive officers and directors as a group. All current directors arenominees for director, except Dr. Charan. The address of our executive officers and directors is c/oTyco Electronics, 1050 Westlakes Drive, Berwyn, Pennsylvania 19312.

Number ofShares

BeneficiallyBeneficial Owner Owned(1)

Directors and Executive Officers:Thomas J. Lynch(2)(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,054,429Terrence R. Curtin(2)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 419,862Joseph B. Donahue(2)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165,720Charles P. Dougherty(2)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,470Robert A. Scott(2)(4)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316,046Pierre R. Brondeau(3)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,471Ram Charan(6)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,673Juergen W. Gromer(3)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,201Robert M. Hernandez(3)(6)(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,976Daniel J. Phelan(3)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,976Frederic M. Poses(3)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 340,514Lawrence S. Smith(3)(6)(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,696Paula A. Sneed(3)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,722David P. Steiner(3)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,976John C. Van Scoter(3)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,376All current directors and executive officers as a group (24 persons)(4)(6)(10) 4,926,302

(1) The number shown reflects the number of shares owned beneficially as of January 3,2011, based on information furnished by the persons named, public filings and TycoElectronics records. Beneficial ownership is determined in accordance with the rules ofthe Securities and Exchange Commission (‘‘SEC’’) and generally includes voting orinvestment power with respect to securities. Except as otherwise indicated in the notesbelow and subject to applicable community property laws, each owner has sole voting andsole investment power with respect to all shares beneficially owned by such person. To theextent indicated in the notes below, shares beneficially owned by a person include sharesof which the person has the right to acquire beneficial ownership within 60 days afterJanuary 3, 2011. All current directors and executive officers as a group beneficially own1.1% of the outstanding shares as of January 3, 2011. No current director or executiveofficer appearing in the above table beneficially owns 1% or more of the outstandingshares as of January 3, 2011.

(2) The named person is named in the Summary Compensation Table as an executive officer.

(3) The named person is a director and nominee for director.

(4) Includes shares issuable upon the exercise of stock options presently exercisable orexercisable within 60 days after January 3, 2011 as follows: Mr. Lynch—1,860,739;Mr. Curtin—379,681; Mr. Donahue—144,500; Mr. Dougherty—128,054; Mr. Scott—275,271; all executive officers as a group—3,850,463. Includes restricted stock units vesting


within 60 days after January 3, 2011 as follows: Mr. Dougherty—7,416; all executiveofficers as a group—7,416.

(5) Includes 15,000 shares held in a trust over which Mr. Scott has dispositive power.

(6) Includes vested deferred stock units (DSUs) as follows: Dr. Brondeau—11,189;Dr. Charan—11,189; Dr. Gromer—21,724; Mr. Hernandez—11,189; Mr. Phelan—11,189;Mr. Poses—12,543; Mr. Smith—14,974; Ms. Sneed—13,735; Mr. Steiner—11,189; Mr. VanScoter—5,993. Distribution of DSUs will occur upon the termination of the individual’sservice on the Board of Directors. Upon such termination, Tyco Electronics will issue thenumber of shares equal to the aggregate number of DSUs credited to the individual,including DSUs received through the accrual of dividend equivalents.

(7) The named person is a director.

(8) Includes 35,000 shares held in a trust over which Mr. Hernandez has dispositive power.

(9) Includes 1,860 shares held in a trust over which Mr. Smith has dispositive power.Mr. Smith disclaims beneficial ownership of such shares. Also includes 4,484 shares thateither are or could be pledged as security for certain margin account transactions.

(10) Includes 10,286 shares that either are or could be pledged as security for certain marginaccount transactions.

The following table sets forth the information indicated for persons or groups known to us to bebeneficial owners of more than 5% of our outstanding shares as of January 3, 2011.

Number of PercentageName and Address of Beneficial Owner Shares of Class

Dodge & Cox(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,036,916 8.5%555 California Street, 40th FloorSan Francisco, CA 94104

FMR LLC(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,190,773 7.2%82 Devonshire StreetBoston, MA 02109

AXA Financial, Inc.(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,471,518 5.3%1290 Avenue of the AmericasNew York, NY 10104

(1) This information is based on a Schedule 13G filed with the SEC on February 12, 2010 byDodge & Cox, which reported sole and shared voting power and sole dispositive power asfollows: sole voting power—36,581,241, shared voting power—63,525, and sole dispositivepower—38,036,916.

(2) This information is based on a Schedule 13G filed with the SEC on February 16, 2010 byFMR LLC, which reported sole voting power and sole dispositive power as follows: solevoting power—887,061 and sole dispositive power—32,190,773.


(3) This information is based on a Schedule 13G filed with the SEC on December 9, 2010 by(i) AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle (collectively,the ‘‘Mutuelles AXA’’), (ii) AXA, and (iii) AXA Financial, Inc. (‘‘AXA Financial’’), whichreports that these entities may be deemed to beneficially own all of the shares reported inthe table. Each of these entities reported sole voting power with respect to 19,187,137shares and sole dispositive power with respect to 23,471,518 shares. These entities alsoreported that (i) AllianceBernstein L.P., a subsidiary of AXA Financial, holding shares onbehalf of unaffiliated third-party client accounts, has sole voting power with respect to19,184,037 shares and sole dispositive power with respect to 23,210,308 shares, and(ii) AXA Equitable Life Insurance Company, a subsidiary of AXA Financial, has solevoting power with respect to 3,100 shares and sole dispositive power with respect to261,210 shares. The address of the Mutuelles AXA is 26, rue Drouot, 75009 Paris, France.The address of AXA is 25, avenue Matignon, 75008 Paris, France.


AGENDA ITEM NO. 1—ELECTION OF DIRECTORS

Motion Proposed by the Board of Directors

At the Annual General Meeting, upon the recommendation of the Nominating, Governance andCompliance Committee, the Board of Directors proposes ten nominees for election as directors to holdoffice until the annual general meeting of shareholders in 2012. The ten nominees are current directorsof Tyco Electronics Ltd. and are listed below with brief biographies. Ram Charan has decided not tostand for re-election as he is nearing the retirement age for directors established by the Board.

Vote Requirement to Elect Directors

The approval of a majority of our shares represented at the meeting, whether in person or byproxy, is required for approval of the election of each of the ten (10) nominees for director.

Recommendation

The Board of Directors recommends a vote ‘‘FOR’’ the election of each of the ten (10) nomineesfor director. Proxies will be so voted unless shareholders specify otherwise in their proxies.

NOMINEES FOR ELECTION

Qualifications of Nominees Recommended by the Board

The Board as a whole is constituted to be strong in its collective knowledge of and diversity ofexperience in accounting and finance, management and leadership, vision and strategy, businessoperations, business judgment, crisis management, risk assessment, industry knowledge, corporategovernance and global markets. The Nominating, Governance and Compliance Committee designssearches for candidates to fill vacancies on the Board and makes recommendations for directornominations to the Board. When preparing to search for a new director, the committee takes intoaccount the experience, qualifications, skills and expertise of the Board’s current members. Thecommittee seeks candidates who have a history of achievement and leadership and are experienced inareas relevant to the company’s business such as international trade, finance, technology, manufacturingprocesses and marketing. The committee also considers independence, as defined by applicable law,stock exchange listing standards and the categorical standards listed in the company’s BoardGovernance Principles, which are set forth in the ‘‘Board Organization and Independence of itsMembers’’ section of the Principles, and which can be found on the company’s website athttp://www.te.com/aboutus/boardofdirectors.asp.

The professional experience, qualifications, skills and expertise of each nominee is set forth below.The Board and the company believe that all nominees possess additional qualities, business knowledgeand personal attributes valuable to their service on the Board and that all have demonstratedcommitment to ethical and moral values and personal and professional integrity.

Pierre R. Brondeau, 53, joined our Board of Directors in June 2007, immediately following ourseparation from Tyco International Ltd. (‘‘Tyco International’’). Dr. Brondeau has been President, ChiefExecutive Officer and a Director of FMC Corporation, a global chemical company, since January 2010and has served as Chairman of its Board of Directors since October 2010. Prior to joining FMCCorporation, he was President and Chief Executive Officer of Rohm & Haas Company, a manufacturerof specialty materials and a wholly-owned subsidiary of the Dow Chemical Company, upon the April2009 merger of Rohm & Haas Company and Dow Chemical Company, until September 2009. From2006 to 2009, Dr. Brondeau served as Executive Vice President of electronics materials and specialty


materials of Rohm & Haas Company. He also has served as Vice-President, Business Group Executive,Electronic Materials, President and Chief Executive Officer, Rohm & Haas Electronic Materials LLC,and Regional Director, Europe, from 2003 to 2006, and previously as Vice-President, Business GroupDirector, Electronic Materials, President and Chief Executive Officer, Shipley Company, LLC, from1999 to 2003. Dr. Brondeau received a master’s degree from Universite de Montpellier and aDoctorate from Institut National des Sciences appliquees de Toulouse. Dr. Brondeau has been named aDirector of Marathon Oil Corporation effective January 1, 2011.

Dr. Brondeau has over 20 years of executive leadership experience, including twelve years of seniorexecutive experience, at large multi-national public companies engaged in the specialty materials andchemicals industries. He has over 25 years of international business experience in the United States andEurope, and significant expertise in finance and mergers and acquisitions, as well as other areas ofbusiness.

Juergen W. Gromer, 66, joined our Board of Directors in June 2007, immediately following ourseparation from Tyco International. Dr. Gromer was President of Tyco Electronics from April 1999until he retired from that position on December 31, 2007. From September 2006 until our separationfrom Tyco International, he also held the position of President of the Electronic Components Businesssegment of Tyco International. Dr. Gromer held a number of senior executive positions over the priorten years with AMP Incorporated, which was acquired by Tyco International in 1999. Dr. Gromerreceived his undergraduate degree and doctorate in physics from the University of Stuttgart.Dr. Gromer is a Director of WABCO Holdings Inc. and Marvell Technology Group Ltd. He is alsoChairman of the Board of the Society for Economic Development of the District Bergstrasse/Hessen, amember of the Advisory Board of Commerzbank, and a Director of the Board and Vice President ofthe American Chamber of Commerce Germany.

Dr. Gromer retired as President of Tyco Electronics with over 25 years of achievement andexecutive management experience with the company and its predecessor AMP and provides valuablehistorical perspective to the Board. Dr. Gromer holds a Ph.D. in physics which, combined with past andcurrent directorships with publicly-held technology companies in Europe and the United States, makeshim a valuable contributor to the technology vision of the company. He also has financial, governanceand global leadership expertise gained from his service as a member, executive or chairman of theboards of several European financial, utility and economic organizations.

Robert M. Hernandez, 66, joined our Board of Directors in June 2007, immediately following ourseparation from Tyco International. Mr. Hernandez has served as Chairman of the Board of RTIInternational Metals, Inc., a producer of titanium mill products and fabricated metal components, from1990 to the present. From 1994 to 2001, he served as Vice Chairman and Chief Financial Officer ofUSX Corporation and prior to that served in a variety of positions during his career at USX, beginningin 1968. Mr. Hernandez received a bachelor’s degree from the University of Pittsburgh and an MBAfrom the Wharton Graduate School of the University of Pennsylvania. Mr. Hernandez is Lead Directorof ACE Ltd., a Director of Eastman Chemical Company and Chairman of the Board of Trustees of theEquity-Bond Complex of the BlackRock Mutual Funds.

Mr. Hernandez has extensive experience as a director, lead director and board chairman forseveral large-capitalization companies in a broad range of industries for over 20 years. He has over15 years of senior executive leadership experience in a range of positions including managing theoperations of a large public manufacturing company. Mr. Hernandez, who holds an MBA, has extensivefinancial and business management experience as chief financial officer of a large steel producer and aschairman of the board of a mutual fund group.

Thomas J. Lynch, 56, has served on our Board of Directors since early 2007 and as ChiefExecutive Officer of Tyco Electronics since January 2006, and was previously President of Tyco


Engineered Products and Services since joining Tyco International in September 2004. Prior to joiningTyco International, Mr. Lynch was at Motorola where he was Executive Vice President and Presidentand Chief Executive Officer, Personal Communications Sector from August 2002 to September 2004;Executive Vice President and President, Integrated Electronic Systems Sector from January 2001 toAugust 2002; Senior Vice President and General Manager, Satellite & Broadcast Network Systems,Broadband Communications Sector from February 2000 to January 2001; and Senior Vice Presidentand General Manager, Satellite & Broadcast Network Systems, General Instrument Corporation fromMay 1998 to February 2000. Mr. Lynch holds a bachelor of science degree in commerce from RiderUniversity. Mr. Lynch is a Director of Thermo Fisher Scientific Inc.

Mr. Lynch has extensive executive leadership experience in the electronics industry, having servedas our chief executive officer for the past five years and, before that, as lead executive of business unitsat the company’s former parent. He has gained international expertise through management of thecompany’s world-wide presence and as a member of the U.S.-China Business Council. Mr. Lynch’seducation in accounting and commerce and experience on the audit, compensation and nominatingcommittees of the board of another large corporation provide him with valuable perspective for serviceon our Board.

Daniel J. Phelan, 61, joined our Board of Directors in June 2007, immediately following ourseparation from Tyco International. Mr. Phelan has served as Chief of Staff of GlaxoSmithKline, amanufacturer of pharmaceuticals and consumer health-related products, from May 2008 to the presentand previously was Senior Vice President, Human Resources from 1994. Mr. Phelan is responsible forinformation technology, human resources, corporate strategy and development, world wide real estateand facilities, environmental health and safety, and global security. Mr. Phelan received bachelor’s andlaw degrees from Rutgers University and a master’s degree from Ohio State University.

Mr. Phelan brings a range of valuable expertise to the Board. He is chief of staff of a large globalhealth products and pharmaceuticals manufacturer and has served for over 15 years in executivepositions where his responsibilities have included information technology, human resource management,strategy, real estate, environmental concerns and global security. In addition, he holds a law degree andhas experience advising chief executives, as well as experience in labor law and labor relations,executive compensation, mergers, acquisitions and divestitures, succession planning, leadershipdevelopment, and pension and benefits design and management.

Frederic M. Poses, 68, joined our Board of Directors as Chairman in June 2007, immediatelyfollowing our separation from Tyco International. Mr. Poses is Chief Executive Officer and Partner ofAscend Performance Materials, a manufacturer of nylon related chemicals, resins and fibers forcommercial and industrial products, since June 2009. He previously was Chairman and Chief ExecutiveOfficer of Trane Inc. (formerly American Standard Companies Inc.), a manufacturer and provider ofair conditioning systems and services, vehicle control systems and bath and kitchen products, from 1999until its acquisition by Ingersoll Rand in 2008. From 1998 to 1999, Mr. Poses was President and ChiefOperating Officer of AlliedSignal, Inc., where he served in various capacities over his career, beginningin 1969. Mr. Poses holds a bachelor’s degree in business administration from New York University.Mr. Poses is a Director of Raytheon Company and previously served as a Director of CentexCorporation from July 2001 until August 2009 and of WABCO Holdings Inc. for a brief period in 2007until its spinoff.

Mr. Poses has extensive leadership experience as chief executive officer and chairman of a largemulti-national public manufacturing company for ten years and president and chief operating officer ofanother large global public manufacturing company. He has served as our chairman for over four yearsand has demonstrated significant leadership skills as a director for over ten years at several other largepublic companies. His business career began over 40 years ago as a financial analyst and includes over20 years in executive management positions.


Lawrence S. Smith, 63, joined our Board of Directors in June 2007, immediately following ourseparation from Tyco International. Mr. Smith was Executive Vice President from 1995 and Co-ChiefFinancial Officer from 2002 of Comcast Corporation, a broadband cable provider, until his retirementin March 2007, following which he consulted for Comcast Corporation until 2010. He served in financeand administration positions at Comcast from 1988 to 1995. Prior to joining Comcast, Mr. Smith wasChief Financial Officer of Advanta Corporation. He also worked for Arthur Andersen LLP for18 years, where he was a tax partner. Mr. Smith has a bachelor’s degree from Ithaca College.Mr. Smith is a Director of Air Products and Chemicals, Inc. and GSI Commerce Inc.

Mr. Smith brings many years of public company experience both as chief financial officer of alarge public company and by serving on the boards of international public companies. His significantexperience with complex financial and operational issues combined with his knowledge of publicreporting requirements and processes brings accounting, financial management and operational insightto the Board. He also has extensive mergers and acquisitions and corporate finance experience.Mr. Smith meets the SEC definition of an audit committee financial expert.

Paula A. Sneed, 63, joined our Board of Directors in June 2007, immediately following ourseparation from Tyco International. Ms. Sneed is Chair and Chief Executive Officer of Phelps PrescottGroup, LLC, a strategy and management consulting firm, since 2008. Previously, she was ExecutiveVice President of Global Marketing Resources and Initiatives for Kraft Foods, Inc., a worldwideproducer of branded food and beverage products, until her retirement in December 2006. She served asGroup Vice President and President of Electronic-Commerce and Marketing Services for Kraft FoodsNorth America, part of Kraft Foods, Inc., from 2000 until 2004, and Senior Vice President, GlobalMarketing Resources and Initiatives from December 2004 to July 2005. She joined General FoodsCorporation (which later merged with Kraft Foods) in 1977 and has held a variety of managementpositions. Ms. Sneed received a bachelor’s degree from Simmons College and an MBA from HarvardGraduate School of Business. Ms. Sneed is a Director of Airgas Inc. and Charles Schwab Corporation.

Ms. Sneed brings proven leadership in strategy development as CEO of a strategy andmanagement consulting firm for three years, and previously as the executive vice president managing aglobal marketing division of a large public company for six years where she demonstrated expertise inall aspects of marketing for over 20 years. She has over 35 years of experience in corporate andnon-profit leadership roles. Ms. Sneed also has over 15 years of corporate director experience includingservice on audit, compensation and nominating and governance committees, bringing valuable insight toour Board. She has an MBA and meets the SEC definition of an audit committee financial expert.

David P. Steiner, 50, joined our Board of Directors in June 2007, immediately following ourseparation from Tyco International. Since March 2004, Mr. Steiner has served as Chief ExecutiveOfficer and a Director of Waste Management, Inc., a provider of integrated waste managementservices, and also has been its President since June 2010. His previous positions at Waste Managementincluded Executive Vice President and Chief Financial Officer from 2003 to 2004, Senior VicePresident, General Counsel and Corporate Secretary from 2001 to 2003 and Vice President and DeputyGeneral Counsel from 2000 to 2001. Mr. Steiner received a bachelor’s degree from Louisiana StateUniversity and a law degree from the University of California, Los Angeles. Mr. Steiner is a Directorof FedEx Corporation.

Mr. Steiner brings twelve years of large public company leadership experience, including six asCEO, two as CFO, and four as general counsel or in other legal roles. As a former CFO, he bringsfinance experience to the Board. He also brings large public company directorship experience to theBoard. Additionally, before his large public company experience, Mr. Steiner spent ten years in privatepractice at a large law firm. His legal background makes him well suited to address legal andgovernance issues of the Board.


John C. Van Scoter, 49, joined our Board of Directors in December 2008. Since February 2010,Mr. Van Scoter has been Chief Executive Officer and President of eSolar, Inc., a producer of modular,scalable concentrating solar thermal power technology. He also is a Director of eSolar, Inc. From 2005through 2009, he was Senior Vice President of Texas Instruments Incorporated, a global semiconductorcompany. During his 25 year career at Texas Instruments, he also held positions as General Manager ofthe Digital Light Processing (DLP�) Products Division and various Digital Signal Processor businessunits, manager of application specific integrated circuit (ASIC) product development and engineering,product engineer and technical sales engineer. Mr. Van Scoter holds a bachelor of science degree inmechanical engineering from the University of Vermont.

Mr. Van Scoter brings significant technology and leadership experience to the Board as CEO of aprivate energy technology producer and through over 25 years of management and executive positionswith a large public technology company. His training in mechanical engineering and experience as aproduct engineer is also valuable to the Board.

The Board of Directors has concluded that the experience, qualifications, skills and expertisedescribed above qualify the nominees to serve as Directors of the company.

Director Not Standing for Re-Election

Set forth below is the information about current director Ram Charan, who is not standing forre-election at the Annual General Meeting.

Ram Charan, 71, joined our Board of Directors in June 2007, immediately following ourseparation from Tyco International. Since 1978, Dr. Charan has served as an advisor to executives andcorporate boards and provides expertise in corporate governance, global strategy and successionplanning. Dr. Charan received a bachelor’s degree from Banaras Hindu University and an MBA and aDBA from Harvard Business School. Dr. Charan has over 30 years of experience advising executivesand corporate boards on governance, global strategy, leadership and succession planning.

Board Diversity

The Nominating, Governance and Compliance Committee regularly reviews the composition of theBoard in light of the company’s businesses, strategic plan, structure and the current global business andeconomic environment. The Board demands the highest standards of individual and corporate integrityand is dedicated to diversity, fair treatment, mutual respect and trust. Although the Board does nothave a specific board diversity policy, it is constituted of individuals possessing diverse businessexperience, education, vision, and industry and global market knowledge.

Shareholder Recommendations

The Nominating, Governance and Compliance Committee will consider all shareholderrecommendations for candidates for the Board, which should be sent to the Nominating, Governanceand Compliance Committee, c/o Harold G. Barksdale, Secretary, Tyco Electronics, Rheinstrasse 20,CH-8200 Schaffhausen, Switzerland. In addition to considering candidates suggested by shareholders,the committee considers candidates recommended by current directors, company officers, employeesand others. The committee screens all candidates in the same manner regardless of the source of therecommendation. The committee’s review is typically based on any written materials provided withrespect to the candidate. The committee determines whether the candidate meets the company’sgeneral qualifications and specific qualities and skills for directors (see above) and whether requestingadditional information or an interview is appropriate.


CORPORATE GOVERNANCE

Governance Principles

The Board of Directors’ Governance Principles, which include guidelines for determining directorindependence and qualifications for directors, can be found on the company’s website athttp://www.te.com/aboutus/boardofdirectors.asp. Corporate governance developments are regularlyreviewed by the Board in order to appropriately modify the Board’s Governance Principles, committeecharters and policies.

Board Leadership Structure

The Nominating, Governance and Compliance Committee reviews the Board’s organizationannually and recommends appropriate changes to the Board. To conduct its business the Boardmaintains three standing committees: Audit, Management Development and Compensation andNominating, Governance and Compliance which are composed entirely of independent directors.Assignments to, and chairs of, the Audit and Management Development and CompensationCommittees are recommended by the Nominating, Governance and Compliance Committee andselected by the Board. The independent directors as a group elect the members and the chair of theNominating, Governance and Compliance Committee.

Since its inception as a public company, the company’s governance structure has included anon-executive chairman who is separate from the CEO and presides over all meetings of the Board.The Board believes that there are advantages to having a non-executive chairman for matters such ascommunications and relations between the Board, the CEO and other senior management and inassisting the Board in reaching consensus on particular strategies and policies.

The Board is normally constituted of between ten and thirteen directors and is comprised of asubstantial majority of independent directors. All directors are annually elected by a majority of votescast at the annual general meeting of shareholders.

Board Oversight of Risk Management

The Board of Directors is responsible for appraising the company’s major risks and overseeing thatappropriate risk management and control procedures are in place. The Board must understand therisks facing the company as a function of its strategy, provide oversight of the processes put in place toidentify and manage risk and manage those risks (for example, in relation to executive compensationand succession) that only the Board is positioned to manage. The Board is responsible for determiningthat senior executives take the appropriate steps to manage all major risks. Management has day-to-dayresponsibility for assessing and managing the company’s particular exposures to risk.

The Audit Committee of the Board meets to review and discuss, as determined to be appropriate,with management, the internal auditor and the independent registered public accounting firm thecompany’s major financial and accounting risk exposures and related policies and practices to assessand control such exposures, and assist the Board in fulfilling its oversight responsibilities regarding thecompany’s policies and guidelines with respect to risk assessment and risk management. The company’srisk assessment process was in place for the fiscal year ended September 24, 2010 and followed by theBoard of Directors.

The Management Development and Compensation Committee reviews the company’s risks relatedto chief executive officer succession and succession plans for senior executives, overall compensationstructure, incentive compensation plans and equity-based plans, policies and programs, severanceprograms and change-of-control agreements and benefit programs. The committee meets, asappropriate, with the internal and/or external auditors to discuss management and employee


compliance with the compensation, incentive, severance and other benefit programs and policies underthe committee’s jurisdiction.

The Nominating, Governance and Compliance Committee reviews the company’s policies and risksrelated to related person transactions required to be disclosed pursuant to U.S. securities rules, theeffectiveness of the company’s environmental, health, & safety management program, the company’senterprise-wide risk assessment processes and the company’s compliance programs.

The Board’s role in risk oversight of the company is consistent with the company’s leadershipstructure, with the CEO and other members of senior management having responsibility for assessingand managing the company’s risk exposure, and the Board and its committees providing oversight inconnection with those efforts.

Director Independence

Eight of the ten directors nominated for re-election have been determined by the Board to beindependent directors. For a director to be considered independent, the Board must make anaffirmative determination that a director meets the stringent guidelines for independence set by theBoard. These guidelines either meet or exceed the NYSE listing standards’ independence requirements.The guidelines include a determination that the director has no current or prior material relationshipswith Tyco Electronics (either directly or as a partner, shareholder or officer of an organization that hasa relationship with the company), aside from his or her directorship, that could affect his or herjudgment.

The independence guidelines also include the determination that certain limits to annual sales toor purchases from entities for which a director serves as an executive officer, and limits on directcompensation from the company for directors and certain family members (other than fees paid forboard or committee service), are not exceeded and other restrictions.

Based on the review and recommendation by the Nominating, Governance and ComplianceCommittee, the Board of Directors analyzed the independence of each director and determined thatthe following director nominees meet the standards of independence under our director independenceguidelines and applicable NYSE listing standards, and that each of the following director nominees isfree of any relationship that would interfere with his or her individual exercise of independentjudgment: Pierre R. Brondeau, Robert M. Hernandez, Daniel J. Phelan, Frederic M. Poses, LawrenceS. Smith, Paula A. Sneed, David P. Steiner and John C. Van Scoter. The Board also reached thisdetermination for Ram Charan, who is not standing for re-election.

Guide to Ethical Conduct

All directors, officers and employees of Tyco Electronics review and affirm that they understandand are in compliance with the policies and principles contained in Tyco Electronics’ code of ethicalconduct set forth in the company’s manual, ‘‘The Power of Integrity: Guide to Ethical Conduct.’’ Theguide is published in the Board of Directors section of Tyco Electronics’ website athttp://www.te.com/aboutus/EthicalConduct.asp.

Directors are required to promptly inform the chair of the Nominating, Governance andCompliance Committee of actual or potential conflicts of interest.

Tyco Electronics has an Office of the Ombudsman established by our Audit Committee whichensures a direct, confidential and impartial avenue to raise any concern or issue with compliance orethics, including concerns about the company’s accounting, internal accounting controls or auditingmatters, with the Board. The office is designed to field compliance concerns from externalconstituencies—investors, suppliers and customers—as well as Tyco Electronics employees.


Reporting directly to the Audit Committee of the Board of Directors, the Ombudsman’s office isindependent of functional management. It seeks the fair, timely and impartial resolution of allcompliance and ethics issues. Employees have a number of vehicles to raise issues within TycoElectronics, including a confidential, toll-free phone number and a confidential submission system viathe Internet. Concerns also may be sent directly to the Board by mail or by email.

All concerns are received and promptly reviewed by the Ombudsman and are responded to asquickly as possible. All accounting, audit or control concerns are sent to, and will be addressed by, theBoard’s Audit Committee.

Communicating Concerns to Directors

Any shareholder or interested party who wishes to contact members of the Tyco Electronics Boardof Directors, including the chairman or the non-management directors as a group, may do so bymailing written communications to:

Tyco Electronics Board of DirectorsAttn: Ombudsman1050 Westlakes DriveBerwyn, PA 19312

Inquiries and concerns also can be submitted anonymously and confidentially through theOmbudsman to the Tyco Electronics Board of Directors by email to [email protected] or through theInternet at http://www.te.com/aboutus/contact_board.asp.

Voting Standards for the Election of Directors

Directors are elected by an affirmative vote of a majority of the votes present, in person or byproxy, at a general meeting of shareholders and serve until the next annual general meeting ofshareholders. Any nominee for director who does not receive a majority of votes present at the meetingis not elected to the Board.

Voting Standards for Amendments to the Articles of Association

The articles of association may be amended, in whole or in part, by the Board, subject to approvalby the affirmative vote of the holders of record:

• in the case of article 1 (with respect to domicile), article 2 (purpose), article 4 (with respect tothe creation of preferred shares and an increase in capital out of equity, against contributions inkind, or for the purpose of acquisition of assets, or the granting of special privileges), article 5(with respect to an increase in authorized share capital and the limitation or withdrawal ofpreemptive rights) and article 6 (with respect to an increase in conditional share capital and thelimitation or withdrawal of advance subscription rights), of at least two-thirds of the share votesrepresented and the absolute majority of the par value of the share votes represented, in personor by proxy, at a general meeting of shareholders;

• in the case of article 17, paragraph 5 (no shareholder action by written consent), article 18,paragraphs 3 and 4 and article 34 (provisions relating to ‘‘freeze-out’’ of business combinationswith ‘‘interested shareholders’’ (as defined in the articles of association)), and article 18,paragraph 6 (80% vote requirement for certain article amendments), of 80% of the total votesof shares outstanding and entitled to vote on the relevant record date with respect thereto; and

• in the case of all other articles, of an absolute majority of the votes represented, in person or byproxy, at a general meeting of shareholders (an ‘‘absolute majority’’ means at least half plus oneadditional vote represented at a general meeting of shareholders).


THE BOARD OF DIRECTORS AND BOARD COMMITTEES

Board of Directors

The Board of Directors currently consists of eleven directors, ten of whom are nominees forelection. Ram Charan has decided not to stand for re-election as he is nearing the retirement age fordirectors established by the Board. Frederic Poses serves as Chairman of the Board. During fiscal 2010,there were no changes in the composition of the Board. The Board held eight meetings in fiscal year2010. Nine of our eleven directors attended 100% and two directors attended at least 85% of the totalnumber of meetings of the Board and committees on which they served in fiscal year 2010. It is thepolicy of the Board that directors are expected to attend the annual general meeting of shareholders.All directors attended the 2010 annual general meeting of shareholders.

Board Committees

The Board has adopted written charters for each of its three standing committees: the AuditCommittee, the Management Development and Compensation Committee and the Nominating,Governance and Compliance Committee. The charters can be found on the company’s website athttp://www.te.com/aboutus/boardofdirectors.asp. Each Board committee reports to the Board on theiractivities at each regular Board meeting.

The Board has determined that all members of the Audit, Management Development andCompensation and Nominating, Governance and Compliance Committees are independent and satisfythe relevant SEC, NYSE and Tyco Electronics additional independence requirements for the membersof such committees.

Board Advisors

Consistent with their respective charters, the Board and its committees may retain their ownadvisors as they determine necessary to carry out their responsibilities.

Audit Committee

The members of the Audit Committee are directors Lawrence Smith, who chairs the committee,Pierre Brondeau and Paula Sneed. The Board has determined that each of Mr. Smith and Ms. Sneed isan ‘‘audit committee financial expert,’’ as defined under SEC rules. The Audit Committee primarily isconcerned with the quality and integrity of the company’s annual and quarterly financial statements,including its financial and accounting principles, policies and practices, and its internal control overfinancial reporting; the qualifications, independence and performance of the company’s independentregistered public accounting firm and lead audit partner and the company’s Swiss registered auditor;review and oversight of the company’s internal audit function; compliance with legal and regulatoryrequirements; review of financial and accounting risk exposure; assisting the Board in fulfilling itsoversight responsibilities regarding the company’s policies and guidelines with respect to risk assessmentand risk management; and procedures for handling complaints regarding accounting or auditingmatters. The committee also oversees the company Ombudsman and the company’s Guide to EthicalConduct. The Audit Committee met nine times in fiscal year 2010. The committee’s report appears onpages 63-64.

Management Development and Compensation Committee

The members of the Management Development and Compensation Committee are directors DavidSteiner, who chairs the committee, Robert Hernandez and Daniel Phelan. This committee isresponsible to ensure succession of senior leadership; review plans for the development of theorganization; review and approve compensation, benefits and human resources policies and objectives


and whether the company’s officers, directors and employees are compensated in accordance with thesepolicies and objectives; review and approve compensation of the company’s executive officers otherthan the Chief Executive Officer and recommend the Chief Executive Officer’s compensation forapproval by the independent members of the Board; and review and approve management incentivecompensation policies and programs and equity compensation programs for employees. This committeemet seven times in fiscal year 2010. The committee’s report appears on page 48. Additional informationon the committee’s processes and procedures for consideration of executive compensation areaddressed in ‘‘Compensation Discussion and Analysis’’ which follows.

Nominating, Governance and Compliance Committee

The current members of the Nominating, Governance and Compliance Committee are directorsFrederic Poses, who chairs the committee, Ram Charan and John Van Scoter. This committee’sresponsibilities include the selection of director nominees for the Board and the development andreview of our Board Governance Principles. The committee annually reviews director compensation andbenefits in conjunction with the Management Development and Compensation Committee; overseesthe annual self-evaluations of the Board and its committees, as well as director performance; andmakes recommendations to the Board concerning the structure and membership of the Boardcommittees. The committee also oversees our environmental, health and safety management system andcompliance programs. This committee held six meetings in fiscal year 2010.

Meetings of Non-Management Directors

The non-management directors met without any management directors or employees present fivetimes in fiscal year 2010. The non-executive chairman of the Board presided at these meetings.

Non-Management Directors’ Compensation in Fiscal 2010

Non-management directors’ compensation is established collaboratively by the Nominating,Governance and Compliance and the Management Development and Compensation Committees.Compensation of non-management directors in fiscal year 2010 is described under ‘‘Compensation ofNon-Employee Directors.’’

Non-Management Directors’ Stock Ownership

To help align Board and shareholder interests, directors are encouraged to own, at a minimum,Tyco Electronics’ stock or stock units equal to three times the annual cash retainer (a total of $240,000,based on the current $80,000 annual cash retainer) within three years of joining the Board. Once adirector satisfies the minimum stock ownership recommendation, the director will remain qualified,regardless of market fluctuations, under the guidelines unless the director sells shares of stock thatwere considered in determining that the ownership amount was met. Commencing in fiscal year 2010,each non-employee director received Tyco Electronics common shares as the equity component of theircompensation, with the exception of Dr. Gromer, who continued to receive deferred stock units. Thedeferred stock units awarded to non-employee directors in fiscal year 2010 cannot be transferred untilthe director leaves the Board. Directors will normally attain the minimum guideline after two years.


EXECUTIVE OFFICERS

The following table presents information with respect to our executive officers as of January 3,2011.

Name Age Position(s)

Thomas J. Lynch . . . . . . . . . . . . . . . . . . . . . . 56 Chief Executive Officer and Director

Mario Calastri . . . . . . . . . . . . . . . . . . . . . . . . 53 Senior Vice President and Treasurer

Alan C. Clarke . . . . . . . . . . . . . . . . . . . . . . . . 57 President, Network Solutions

Terrence R. Curtin . . . . . . . . . . . . . . . . . . . . . 42 Executive Vice President and Chief FinancialOfficer

Cuong V. Do . . . . . . . . . . . . . . . . . . . . . . . . . 44 Senior Vice President, Corporate Strategy andBusiness Development

Joseph B. Donahue . . . . . . . . . . . . . . . . . . . . 52 President, Transportation Connectivity

Charles P. Dougherty . . . . . . . . . . . . . . . . . . . 48 President, Communications & IndustrialSolutions

Jane A. Leipold . . . . . . . . . . . . . . . . . . . . . . . 50 Senior Vice President, Global HumanResources

Robert J. Ott . . . . . . . . . . . . . . . . . . . . . . . . . 49 Senior Vice President and CorporateController

Eric J. Resch . . . . . . . . . . . . . . . . . . . . . . . . . 53 Senior Vice President and Chief Tax Officer

Michael Robinson . . . . . . . . . . . . . . . . . . . . . . 54 Senior Vice President, Operations

Robert A. Scott . . . . . . . . . . . . . . . . . . . . . . . 60 Executive Vice President and General Counsel

Robert N. Shaddock . . . . . . . . . . . . . . . . . . . . 52 Senior Vice President and Chief TechnologyOfficer

Joan E. Wainwright . . . . . . . . . . . . . . . . . . . . 50 Senior Vice President, Marketing andCommunications

See ‘‘Nominees for Election’’ for additional information concerning Mr. Lynch who is also anominee for director.

Mario Calastri has been Senior Vice President and Treasurer of Tyco Electronics since ourseparation from Tyco International in June 2007 and he served on the Tyco Electronics Board prior tothe separation. He was Vice President and Assistant Treasurer of Tyco International between 2005 andJune 2007. Prior to joining Tyco International, Mr. Calastri was Vice President, Finance and Planningfor IBM Global Financing EMEA in 2004 and Assistant Treasurer of IBM Corporation from 1999 to2003.

Alan C. Clarke has been President of Network Solutions of Tyco Electronics since September 2006and served as a Vice President of Tyco Electronics since 1999. Prior to that, Mr. Clarke worked forRaychem Corporation, which was acquired by Tyco International in 1999, for 17 years in various seniormanagement positions.

Terrence R. Curtin has been Executive Vice President and Chief Financial Officer of TycoElectronics since October 2006 and he served on the Tyco Electronics Board prior to the separation.Mr. Curtin previously served as Vice President and Corporate Controller since 2001. Prior to joiningTyco Electronics, Mr. Curtin worked for Arthur Andersen LLP.


Cuong V. Do has been Senior Vice President, Corporate Strategy and Business Development ofTyco Electronics since June 2009. Prior to that, he was Senior Vice President and Chief StrategyOfficer at Lenovo, a global leader in personal computers, since December 2006. Previously, he was adirector with McKinsey & Company from 1989 to 2006.

Joseph B. Donahue has been President, Transportation Connectivity of Tyco Electronics sinceAugust 2010. He served as President, Global Automotive for the prior two years, and Senior VicePresident, Global Automotive from August 2007 until then. From 2006 to August 2007, he was GroupVice President, Woodcoatings Division for Valspar Corporation, a manufacturer of commercial andindustrial coating. Over the prior 16 years, Mr. Donahue held a variety of senior management roles atTyco Electronics and AMP Incorporated, leading the North America automotive business from 2001 to2006.

Charles P. Dougherty has been President, Communications & Industrial Solutions of TycoElectronics since January 2010. From June 2009 to December 2009, he was President, Public Safety andProfessional Communications at Harris Corporation, a communications and information technologycompany. Previously, Mr. Dougherty was President of the Wireless Systems business of Tyco Electronicsfrom October 2006 to May 2009, when the business was sold to Harris Corporation. Prior to joiningTyco Electronics, Mr. Dougherty was at Motorola for 25 years where he last served as Corporate VicePresident and General Manager, Voice and Data Solutions from July 2004 and previously held a varietyof senior management positions.

Jane A. Leipold has been Senior Vice President, Global Human Resources for Tyco Electronicssince 2006 and was previously Vice President, Global Human Resources since 2001. She has a total of29 years of Tyco Electronics and AMP Incorporated experience and has held various human resources,purchasing and engineering positions.

Robert J. Ott has been Senior Vice President and Corporate Controller of Tyco Electronics sinceour separation from Tyco International in June 2007. Prior to that, he was Vice President, CorporateAudit of Tyco International from March 2003 to June 2007 and Vice President of Finance-CorporateGovernance of Tyco International from August 2002 until March 2003. Prior to joining TycoInternational, Mr. Ott was Chief Financial Officer of Multiplex, Inc. from 2001 to 2002 and ChiefFinancial Officer of SourceAlliance, Inc. from 2000 to 2001.

Eric J. Resch has been Senior Vice President and Chief Tax Officer of Tyco Electronics since ourseparation from Tyco International in June 2007 and he served on the Tyco Electronics Board prior tothe separation. He was Vice President, Tax Reporting of Tyco International from 2003 until June 2007.Prior to joining Tyco International, Mr. Resch was Director, Tax Reporting for United TechnologiesCorporation from 2001 to 2003.

Michael Robinson has been Senior Vice President, Operations of Tyco Electronics since August2007. Prior to that, he spent 27 years at United Technologies Corporation where he most recently wasVice President of Operations for the Residential and Light Commercial International business atCarrier Corporation. Mr. Robinson began his United Technologies career with Pratt & Whitney wherehe held a series of operations and engineering positions over 22 years.

Robert A. Scott has been Executive Vice President and General Counsel of Tyco Electronics since2006 and prior to that was Senior Vice President, Corporate Planning for Tyco International fromJanuary 2006 and Vice President of Strategy and Business Planning for Engineered Products andServices from May 2004 to January 2006. He also served on the Tyco Electronics Board prior to ourseparation from Tyco International in June 2007. Prior to joining Tyco International, Mr. Scott wasSenior Vice President and Chief of Staff of Motorola’s Integrated Electronics sector during 2002 and2003 and Motorola’s Senior Vice President of Business Integration in 2001. Prior to joining Motorola,


Mr. Scott was Senior Vice President, General Counsel and Corporate Secretary of General InstrumentCorporation.

Robert N. Shaddock has been Senior Vice President and Chief Technology Officer of TycoElectronics since September 2008. Previously, he was Senior Vice President of the Consumer Productsbusiness at Motorola from August 2007 to August 2008 and prior to that he was Chief TechnologyOfficer for Motorola’s Mobile Devices business since January 2004.

Joan E. Wainwright has been Senior Vice President, Marketing and Communications at TycoElectronics since February 2008, and she previously was Senior Vice President, Communications andPublic Affairs since joining us in June 2006. Previously, she served as Vice President, Public Affairs andVice President, Corporate Communications for Merck & Co., Inc. from June 2000 to June 2006.Ms. Wainwright also served as Deputy Commissioner of Communications for the U.S. Social SecurityAdministration and in the communications and public relations departments of the University HealthSystem of New Jersey, the Children’s Hospital of Philadelphia, the University of Delaware andVillanova University.


COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Our Management Development and Compensation Committee (‘‘MDCC’’ or ‘‘Committee’’) isresponsible for the establishment and oversight of our executive compensation programs. At thefoundation of our executive compensation process is an executive compensation philosophy adopted bythe Committee that serves as the guiding principles in the development of executive compensationlevels and programs for our executive officers. In addition, the Committee has established a disciplinedprocess for the adoption of executive compensation actions, which includes Board approval of executivecompensation actions for the Chief Executive Officer and Committee approval of compensation actionsfor all other executive officers. All proposed compensation actions are to be reviewed for alignmentwith the company’s executive compensation policy and with consideration of competitive market data(the Committee reviews competitive data from two separate peer groups) and other relevant factorsdiscussed below. In considering proposed compensation actions, the Committee relies on acompensation consultant (who is independent from management) for advice, information and anobjective point of view.

Consistent with our executive compensation process, the Committee conducted a comprehensiveanalysis of the competitive position of our fiscal 2010 executive pay levels and compensation programsrelative to our two market peer groups. Based on that review, the Committee concluded that ourexecutive pay levels and compensation programs are competitive relative to our peer companies andare consistent with our executive compensation philosophy. In 2010, we:

• continued to structure our executive compensation programs to rely heavily on performancethrough the use of annual and long-term incentive programs

• continued to emphasize equity (in the form of long-term incentive awards granted primarily inthe form of stock options) as the primary component of long-term compensation for ourexecutive officers, ensuring that pay opportunities are linked to shareholder return and maximizeshare ownership by our executive officers

• generally maintained long-term incentive grant levels, but increased award values for a numberof our executive officers to recognize their significant performance in a very challenging fiscal2009

• except for two market-based adjustments (to move base salary levels closer to market referencepoints), held base salary levels at fiscal 2009 levels

• determined to adopt a clawback policy once the SEC has adopted rules to implement theDodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the ‘‘Dodd-Frank Act’’),and have included in all executive officer fiscal 2011 incentive award agreements a provisionindicating that such awards are subject to the clawback policy to be adopted

Fiscal 2010 was a strong year for the company after the challenges faced in fiscal 2009, and webelieve that actual pay levels reflected the performance of the company. Consistent with our executivecompensation philosophy, our executive officers were rewarded for exceeding the financial andoperational performance goals established for fiscal 2010, and annual incentive payments for our namedexecutive officers were paid at 200% of target.

As we proceed into fiscal 2011, the Committee will continue to follow the disciplined executivecompensation review process that it has established in order to assure that executive compensationlevels remain competitive and meet the objectives of our executive compensation philosophy.


Executive Compensation Philosophy

Our executive compensation philosophy is designed to deliver competitive total compensation,upon the achievement of individual and/or corporate performance objectives, which will attract,motivate and retain leaders who will drive the creation of shareholder value. The executivecompensation philosophy has also been designed to align with the company’s organization-wide totalrewards strategy. The Committee reviews and administers the company’s compensation and benefitprograms for executive officers, including the named executive officers. (For purposes of thisCompensation Discussion and Analysis (‘‘CD&A’’), ‘‘executive officer’’ means the Chief ExecutiveOfficer, his direct reports and any other executive officers of the company subject to Section 16 of theSecurities Exchange Act.) In determining total compensation, the Committee considers the followingkey objectives and attributes:

Shareholder alignment—Our executive compensation programs are designed to create shareholdervalue. Long-term incentive awards, which make up a significant percentage of our executives’ totalcompensation, closely align the interests of executives with the long-term interest of our shareholders.

Performance based—Many components of our executive compensation package are linked toperformance. Annual cash incentive awards are tied to overall corporate, segment or business unitmeasures that allow for differentiation among our highest and lowest performing business units.Long-term incentive awards, granted primarily in the form of stock options, are designed to reward ourexecutive officers for the creation of long-term shareholder value.

Appropriate Risk—Our executive compensation programs are designed to provide incentives thatencourage our executive officers to take appropriate risks in managing their businesses and to provideincentives where the balance between business performance and risk is carefully achieved.

Competitive with external talent markets—Our executive compensation programs are designed to becompetitive within the various talent markets in which the company competes for executive talent.Compensation programs are designed with reference to both a general peer group of companies thatcompete with us for executive talent and an electronics industry peer group.

Focus on executive stock ownership—The company has adopted the Tyco Electronics ShareOwnership and Retention Requirement Plan which, together with long-term equity awards, drivesexecutive stock ownership.

Simple and transparent—Our executive compensation programs are designed to be readilyunderstood by our executives and transparent to our investors.

Role of the Management Development & Compensation Committee

The MDCC administers the company’s compensation policies and programs for executive officers,including the named executive officers. The Committee reviews, analyzes and approves the design ofthe company’s executive compensation policies and programs, administers the company’s stock incentiveplans (including reviewing and approving equity incentive awards for executive officers) and reviewsand approves all compensation decisions relating to the named executive officers and other executiveofficers of the company.

The Committee is comprised exclusively of members who meet the independence requirements ofthe NYSE. Each MDCC member is also a ‘‘non-employee director’’ for purposes of Rule 16b-3 of theSecurities Exchange Act and an ‘‘outside director’’ for purposes of Section 162(m) of the InternalRevenue Code. As disclosed in our fiscal 2009 CD&A, the Board determined in fiscal 2010 that


Mr. Poses ceased to be a ‘‘non-employee director’’ for purposes of Rule 16b-3 of the SecuritiesExchange Act and an ‘‘outside director’’ for purposes of Section 162(m) of the Internal Revenue Code,and accepted Mr. Poses’ resignation from the Committee effective December 3, 2009. David Steinerwas appointed as a member and chair of the Committee on that date, and the Board and the newCommittee reaffirmed relevant actions of the Committee that had been taken in the first quarter offiscal 2010 prior to the Board’s determination that, although he remained independent for NYSEpurposes, Mr. Poses no longer met the additional criteria for service on the Committee.

Role of Management

The MDCC has established a process with management to support the development and review ofexecutive officer compensation, as described below.

Chief Executive Officer Compensation

The MDCC will make recommendations to the independent members of the Board regardingChief Executive Officer compensation actions. The recommendations will be based on factors deemedappropriate by the Committee, including Chief Executive Officer performance and competitive marketdata provided by the Committee’s compensation consultant. The MDCC will discuss and evaluate ChiefExecutive Officer compensation recommendations in an executive session attended only by theCommittee members, its compensation consultant, and the Senior Vice President Global HumanResources, who attends primarily to provide contextual information. The Chief Executive Officer willnot attend the executive session when Chief Executive Officer compensation actions are discussed. TheMDCC does not anticipate that management will have any role in the development of Chief ExecutiveOfficer compensation except for providing to the MDCC or the Committee’s compensation consultantrelevant data relating to the Chief Executive Officer’s performance and compensation history.

Other Named Executive Officer Compensation

The Chief Executive Officer will make recommendations to the MDCC relating to compensationactions for the other executive officers, including the other named executive officers. Therecommendations will be made based on each executive officer’s performance, as assessed by the ChiefExecutive Officer, competitive market data provided by the Committee’s compensation consultant andother factors deemed relevant by the Chief Executive Officer, including but not limited to differencesin the executive’s responsibilities versus the role reflected in the competitive market analysis; internalpay equity and relative importance of the executive’s role with the company; individual performanceand contributions to strategic initiatives; level of experience; and compensation history. The Senior VicePresident, Global Human Resources also will be present for the discussion of compensation actions forthe other named executive officers.

The named executive officers for fiscal 2010 in addition to the Chief Executive Officer are:Terrence Curtin, Executive Vice President and Chief Financial Officer; Joseph Donahue, President,Transportation Connectivity (formerly Automotive); Charles Dougherty, President, Communications &Industrial Solutions; and Robert Scott, Executive Vice President and General Counsel. Mr. Donahuewas not a named executive officer for fiscal 2009 and Mr. Dougherty re-joined Tyco Electronics onJanuary 5, 2010 and had not previously been a named executive officer.

Role of Compensation Consultant

Under its charter, the MDCC has the sole authority to retain consultants, counsel, accountants andothers to assist it in the performance of its duties, including the evaluation of executive compensation


levels and programs. From 2007, the year in which Tyco Electronics became a public company, throughJanuary 1, 2010, the MDCC engaged Towers Perrin to serve as the Committee’s compensationconsultant. On January 2, 2010, Towers Perrin merged with Watson Wyatt to become Towers Watson(‘‘TW’’). From January 2, 2010 through June 30, 2010, TW served as the Committee’s compensationconsultant. Because the Watson Wyatt component of TW is actively engaged by the company as aconsultant in areas outside of the compensation consulting services formerly provided on anindependent basis by Towers Perrin, the MDCC deemed it prudent to retain a compensation consultantthat did not provide other significant consulting services to the company. As a result, the MDCCretained Pay Governance LLC to be its compensation consultant effective July 1, 2010.

The compensation consultant reports directly to the MDCC and provides assistance to theCommittee in developing the company’s executive compensation programs and executive pay levels andgenerally provides advice to the Committee on executive compensation issues and trends. The MDCCindependently retains its compensation consultant and has the ability to terminate its services at theCommittee’s discretion.

Prior to its merger with Watson Wyatt, Towers Perrin was not permitted to provide any services tothe company except with prior approval of the MDCC chair. The specific Towers Perrin consultants tothe Committee were precluded from any involvement in any work for management not expresslyauthorized by the MDCC. The same rules apply to Pay Governance LLC. In fiscal 2010 throughJanuary 1, 2010, Towers Perrin provided no services to the company outside of its services to theMDCC. In fiscal 2010, Watson Wyatt (and TW for periods after January 1, 2010) performed actuarialand other consulting services to the company, with an approximate value of $459,000. The value of theexecutive compensation consulting services provided to the Committee during fiscal 2010 by TowersPerrin (and TW for periods after January 1, 2010) was approximately $204,000. Pay Governance did notprovide any services to the company in fiscal 2010 outside of its services to the MDCC.

The Committee’s compensation consultant (Towers Perrin/TW through June 30, 2010 and PayGovernance on and after July 1, 2010) generally supports all aspects of the Committee’s duties asdescribed in its charter, which in fiscal 2010 included the following:

• Evaluated the competitive position of the company’s executive officers’ total compensationpackages relative to the company’s peer groups for purposes of assisting the MDCC indetermining compensation actions for fiscal 2010 and beyond

• Provided advice to the Committee in the establishment of annual and long-term incentiveguidelines for executive officers

• Provided ongoing advice on the design of Tyco Electronics’ annual cash and long-term equityincentive programs

• Assisted with the development of competitive global long-term incentive grant guidelines for thecompany’s global participant population, including both executives and non-executives

• Briefed the MDCC on executive compensation trends among the company’s peer groups

• Provided advice to the MDCC and Nominating, Governance and Compliance Committee ondirector compensation levels

• Provided advice to the MDCC on the Chief Executive Officer’s compensation

• Provided support in establishing a compensation risk assessment and reviewed the results of theassessment


Executive Compensation Benchmarks

For purposes of benchmarking market practices on compensation levels for executive officers, thecompany has adopted a peer group framework that includes the use of a primary talent market peergroup and a secondary reference group.

The primary talent market peer group is comprised of companies across a range of industries inwhich Tyco Electronics competes for executive talent—as opposed to being limited to companies onlyin the electronics industry. Since Tyco Electronics typically competes for executive talent withcompanies in industries other than the electronics industry, the company and Committee believe that itis appropriate to establish a benchmark peer group that sufficiently covers companies in thoseindustries. The industries included in the primary talent market peer group are aerospace and defense,electronics and scientific equipment and industrial manufacturing. The primary talent market peergroup consists of approximately 75 companies, listed in Appendix A, with fiscal-annual revenuesranging from $412 million to $156.8 billion, with a median of $4.4 billion. Data obtained from thisgroup is adjusted to reflect the relative size of Tyco Electronics within the group.

The secondary reference group is comprised of companies within the electronics industry. We usethe secondary reference group as a benchmark to identify any differences in compensation practicesbetween our industry peers and the broader primary talent market peer companies. As shown below,there are currently 17 companies in the secondary industry reference group with fiscal-annual revenuesranging from $2.6 billion to $32.0 billion, with a median of $10.9 billion.

3M Company General Dynamics CorporationAgilent Technologies Inc. Harris CorporationAmphenol Corporation Honeywell International Inc.Cooper Industries, Ltd. ITT CorporationCorning Incorporated Johnson Controls, Inc.Danaher Corporation Molex Incorporated

Eaton Corporation Parker Hannifin CorporationEMC Corporation SPX Corporation

Emerson Electric Co.

The benchmark data is compiled by the Committee’s consultant and is used by the MDCC as areference to ensure that our compensation levels and programs are competitive with the compensationpaid by the companies that may compete with Tyco Electronics for executive talent. As explainedbelow, the benchmark data is just one of the factors that are used in setting executive compensationlevels.

Tax Deductibility of Executive Compensation

In evaluating compensation programs covering our executive officers, the Committee considers thepotential impact on the company of Internal Revenue Code Section 162(m). The Committee generallyintends to maximize deductibility of compensation under Section 162(m) to the extent consistent withour overall compensation program objectives, while also maintaining maximum flexibility in the designof our compensation programs and in making appropriate payments to executive officers. However, theCommittee reserves the right to use its independent judgment to approve nondeductible compensation,while taking into account the financial effects such action may have on the company. Section 162(m)limits the tax deduction available to public companies for annual compensation that is paid to certainof the company’s executive officers in excess of $1 million, unless the compensation qualifies asperformance-based or is otherwise exempt from Section 162(m). Annual incentive bonuses, stockoptions and other performance based awards made to executive officers under the company’s 2007Stock and Incentive Plan are intended to qualify as performance-based compensation underSection 162(m).


Compensation Overview—Process

The company’s total compensation package for executive officers, including named executiveofficers, is currently comprised of the following elements:

• Base salary

• Annual cash incentives

• Long-term equity incentives

• Executive benefits and perquisites

• Broad-based retirement and health and welfare benefits

As discussed above, the MDCC is responsible for the review and establishment of each executiveofficer’s compensation level, except for the Chief Executive Officer. (The MDCC makesrecommendations to the Board of Directors and the independent members are responsible fordecisions regarding the Chief Executive Officer’s compensation.) In determining the appropriate totalcompensation level for each executive officer, the MDCC first considers the market reference point forthe executive officer, based on the 50th percentile of our primary talent market peer group for theexecutive officer’s particular role. (The market reference point is determined for total directcompensation and for each component of compensation—base salary, target bonus and targetlong-term incentive awards.) Using the reference point as the starting point in the analysis, the MDCCthen considers other factors in evaluating the appropriateness of the executive’s compensation level.Those factors include: differences in the executive’s responsibilities versus the benchmark role; internalpay equity and relative importance of the executive’s role with the company; individual performanceand contributions to strategic initiatives; level of experience; and compensation history. As a result ofthe consideration of all relevant factors, actual pay positioning for each executive officer may be belowor above the market reference point for total compensation and/or for one or more of the componentelements of total compensation.

In addition, in order to attract highly qualified external candidates to fill critical management roles,the MDCC may approve a total compensation package and/or individual compensation componentsthat are above the market reference point for that candidate’s position.

In addition to base pay, annual cash incentives and long-term equity incentives, executive officersin the United States receive limited perquisites (as described below). Perquisites for executive officersoutside the U.S. are based on local market practice. Broad-based employee benefit programs are alsoprovided to executive officers on the same basis as all other employees.

In order to assist it in setting executive compensation levels and determining the appropriatenessof pay adjustments, the MDCC conducts a comprehensive assessment of total compensation at leastannually, with the assistance of its compensation consultant. The assessment is completed for eachexecutive officer and analyzes current base salary, target annual incentive opportunity, target long-termincentive opportunity, target total cash compensation (base salary and target incentive), and total directcompensation (base salary, target annual incentive opportunity and target long-term incentiveopportunity) in light of current market practices, which includes comparative data from the company’s


primary talent market peer group. The compensation assessment for each executive officer is presentedon a tally sheet which also includes the officer’s compensation history, job responsibilities, tenure withthe company and performance achievements. The tally sheets enable the MDCC to understand howchanges in one element of an executive officer’s compensation could impact the value of otherelements of the executive officer’s compensation and provide an overview of the relevant factorsnecessary to evaluate the appropriateness of an executive’s officer’s compensation level. Finally, asdiscussed above, the Chief Executive Officer provides the Committee with a more detailed performanceassessment for each executive officer and makes his recommendations concerning compensationactions.

With the information provided in the total compensation assessment as a reference, and with theinput of its compensation consultant and the Chief Executive Officer (with respect to actions taken forthe other executive officers), the Committee will make executive compensation determinations for ourexecutive officers based on the analysis discussed above. The Committee and Board will follow asimilar process in making determinations regarding the Chief Executive Officer’s compensation.

Differences in compensation levels between our executive officers are driven by a number offactors, including the applicable market reference points specific to each executive officer’s role andconsideration of the factors described above (such as differences in the executive’s responsibilitiesversus the benchmark role, internal pay equity and relative importance of the executive’s role with thecompany, individual performance and contributions to strategic initiatives, level of experience andcompensation history). An executive officer’s compensation can change materially from year to yearbased on company performance, business unit performance, individual performance, or a role change,including promotion.

In September 2010, the Committee, with the assistance of its compensation consultant, conducteda compensation assessment to determine the competitive position of each executive officer’s fiscal 2010base salary, annual incentive target, long-term incentive value and total direct compensation relative tothe company’s primary and secondary talent market peer groups. (The assessment assumed eachexecutive officer’s current base salary, target annual incentive award level and long-term incentiveequity award value based on the fiscal 2010 award value.) The competitive assessment indicated thatthe total direct compensation levels for our executive officers, including our named executive officers,fell both below and above the applicable market reference points. While the fiscal 2010 total directcompensation levels for Messrs. Lynch and Curtin were positioned close to the 50th percentile of theirpeer market reference points (both below, but within 10% of the reference points), Mr. Scott’s totaldirect compensation level was positioned closer to the 75th percentile and Messrs. Donahue’s andDougherty’s total direct compensation levels were positioned below the 50th percentile (greater than10% below the reference points). The Committee is comfortable that Mr. Scott’s total compensationlevel is appropriate and consistent with our executive compensation philosophy. Besides his role asGeneral Counsel of the company, Mr. Scott has also served as the head of our strategy and businessdevelopment organization, serves other roles in the company (including heading the company’s SocialResponsibility initiative), and is the company’s most seasoned senior executive and an outstandingadviser to the entire leadership team. The total compensation levels for Messrs. Donahue andDougherty are low relative to their market reference points, and the Committee has taken a number ofactions for fiscal 2011 to better align their total compensation levels with their respective marketreference points.


The results of the September 2010 competitive compensation assessment assisted the Committee inconsidering whether to make base salary pay adjustments, and in setting annual and long-term incentivetargets for the executive officer group for fiscal 2011, as discussed below.

Elements of Compensation

Base salary

Base salary provides a fixed compensation for the performance of the executive’s core duties andresponsibilities. For fiscal 2010, base salary levels for the named executive officers remained the sameas fiscal 2009, with the exception of Mr. Donahue. Mr. Donahue received a base salary increase of20%, effective January 1, 2010, to move his base salary level closer to the 50th percentile of his primarytalent market peer group.

Based on the competitive market assessment conducted in September 2010 and increasedresponsibilities being assumed as a result of business restructurings or acquisitions, the MDCCapproved base salary increases for a number of executive officers, including the named executiveofficers, effective January 1, 2011. In addition, merit increases were also approved, effective January 1,2011, to recognize superior performance in fiscal 2010. The following total base salary increases wereapproved for the named executive officers: Mr. Lynch—a 5.3% increase (from $950,000 to$1,000,000)—Mr. Lynch’s last base salary increase was January 1, 2007; Mr. Curtin—a 15% increase(from $505, 875 to $582,000)—Mr. Curtin’s last base salary increase was April 1, 2008; Mr. Donahue—a 10% increase (from $500,055 to $550,000)—Mr. Donahue’s last base salary increase was January 1,2010; Mr. Dougherty—an 8% increase (from $450,000 to $486,000)—Mr. Dougherty’s current basesalary level was set when he re-joined the company on January 5, 2010; and Mr. Scott—a 5% increase(from $525,000 to $551,000)—Mr. Scott’s last base salary increase was April 1, 2008.

Annual Incentive Awards

Annual incentive awards provide executive officers with a bonus opportunity if certain financialperformance goals are achieved. The annual incentive program is intended to reward executive officersupon the achievement of fiscal year financial performance goals (at the corporate, segment and/orbusiness unit level), with some limited discretion available for individual performance. The MDCCintends the company’s annual incentive award program to provide market competitive awards relativeto our talent market peer companies for performance achieved at the predetermined target levels.Award opportunities above the target award levels will be available to the extent that performanceexceeds the predetermined target levels. Payments at levels below the target award levels will beawarded to the extent that performance is below the pre-determined target levels. No annual incentivepayments will be made if threshold performance levels are not achieved, absent the occurrence ofextenuating circumstances that, in the discretion of the Committee, merit an exception to the thresholdperformance requirement.

The annual incentive awards will typically be structured as cash payments and were for fiscal 2010.Within 90 days of the start of each fiscal year, the Committee will establish the applicable performancecriteria, which will include minimum performance thresholds required to earn an award, targetperformance goals required to earn a payment of 100%, and a maximum performance level required toearn the maximum bonus permitted. If the company attains the established financial goals, executive


officers will receive an award based on a target bonus percentage which will be set at the beginning ofeach fiscal year and expressed as a percentage of the executive’s base salary. Incentive target bonuspercentages for executive officers generally range from 50% to 75% of base salary (and 125% forMr. Lynch). The target bonus percentages for our named executive officers for fiscal 2010 were asfollows: Mr. Lynch—125%; Mr. Curtin—75%; Mr. Donahue—75%; Mr. Dougherty—75%; andMr. Scott—75%.

For fiscal 2010, the company established the following five financial and strategic measures for theannual incentive award program:

Corporate Level:

Measure Weighting

Corporate Earnings per Share (‘‘EPS’’) . . . . . . . . . . . . . . . . . . . . . . . . . . 20%

Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20%

Free Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20%

Operating Income Margin (‘‘OI Margin’’) . . . . . . . . . . . . . . . . . . . . . . . . 20%

Strategic milestone* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20%

Business Unit Level

Measure Weighting

Corporate EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20%

Business Unit Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20%

Business Unit Free Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20%

Business Unit OI Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20%

Strategic milestone* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20%

* The strategic milestone is a group of measures established for each business unit and thecorporate function that emphasizes the company’s progress in its five-year strategic plan.The measures applicable to both Automotive and Communications & Industrial Solutionsincluded operational efficiency, emerging markets, adjacent markets, innovation, smartconnectivity and talent goals individually set for each business unit. The corporate levelbonus score for the strategic milestone measure was measured as the revenue-weightedaverage of the strategic milestone scores for each business unit.

For purposes of the annual incentive award program, all of the financial measures are adjustedfinancial measures that exclude the effects of events deemed not reflective of the actual performance ofthe eligible participants. For fiscal 2010, the adjustments were as follows: (i) exclusion of gains andlosses from divestitures, (ii) exclusion of pre-separation tax matters and charges and income related to


pre-separation shareholder litigation, and (iii) inclusion of one-time items such as litigation and assetsales.

The performance range for payouts under the fiscal 2010 annual incentive award program was setat 80%-100%-120% for the EPS, Operating Income, Strategic Milestone and Free Cash Flow measures.(For the OI Margin measures, the performance range was set at 90%-100%-110%.) At 80%performance against the established performance measures (90% for OI Margin), the earned payoutwould be 50% of target, and at 120% performance against the established performance measures(110% for OI Margin), the earned payout would be 200% of target. For performance between 80%and 120% (or 90% and 110% for OI Margin), the earned payout would be calculated ratably between50% and 200%, with a 100% target payout being earned at 100% performance. The performance levelsfor each performance metric were uncapped under the fiscal 2010 annual incentive program, althoughthe maximum payout available under the program was capped at 200% of target.

No individual performance metrics were assigned to any executive officer under the fiscal 2010annual incentive award program. However, the Committee reserved the discretion to adjust individualor business unit award amounts upward or downward by up to 25% based on its subjective evaluationof the individual or business unit performance during the fiscal year. However, any discretionaryadjustments would be required to net out to zero. (In other words, any such adjustment cannotincrease the total earned annual incentive award pool available for payout.) In addition, the Committeereserved an additional discretionary award pool of $7 million (10% of the total target annual incentiveaward pool amount, i.e., the total amount that would be paid if all participants received a payout at100% of target) which, with the Committee’s approval, could be used in whole or part to rewardexceptional performance (at either the business unit or individual level) regardless of the performanceresults against the established financial measures.

Fiscal 2010 performance targets, actual attainment and corresponding annual incentive awardresults at the corporate level and for the Automotive and Communications & Industrial Solutionsbusiness units (for Mr. Donahue and Mr. Dougherty, respectively) were as follows:

Corporate Level: Messrs. Lynch, Curtin and Scott

Performance BonusPerformance Measure Target Results % to Target Score

EPS (20%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.24 $ 2.51 202.4% 608.0%Operating Income (20%) . . . . . . . . . . . . . . . . . . . . . . . . . . $890M $1,649M 185% 458.0%Free Cash Flow (20%) . . . . . . . . . . . . . . . . . . . . . . . . . . . $507M $1,417M 279.5% 1001.0%OI Margin (20%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2% 13.7% 167.1% 650.0%Strategic milestone (20%) . . . . . . . . . . . . . . . . . . . . . . . . . 114.1%Corporate Level Earned Award: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200.0%


Automotive: Mr. Donahue


EPS (20%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1.24 $2.51 202.4% 608.0%Business Unit Operating Income (20%)* . . . . . . . . . . . . . . . . . 264.9% 569.2%Business Unit Free Cash Flow (20%)* . . . . . . . . . . . . . . . . . . . 285.4% 1026.9%Business Unit OI Margin (20%)* . . . . . . . . . . . . . . . . . . . . . . . 207.6% 543.8%Strategic milestone (20%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140.0%Automotive Earned Award: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200.0%

* The target performance levels and results are confidential financial information. The company hasdetermined that disclosure of the targets and results for a business unit like Automotive thatoperates in a singular defined market would result in competitive harm to the company.

Communications & Industrial Solutions: Mr. Dougherty


EPS (20%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.24 $ 2.51 202.4% 608.0%Business Unit Operating Income (20%) . . . . . . . . . . . . . . . . $377M $726M 192.6% 563.3%Business Unit Free Cash Flow (20%) . . . . . . . . . . . . . . . . . . $176M $353M 200.6% 605.7%Business Unit OI Margin (20%) . . . . . . . . . . . . . . . . . . . . . . 11.4% 18.5% 162.3% 745.5%Strategic milestone (20%) . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0%CIS Earned Award: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200.0%

No adjustments were made to the Corporate Level, Automotive or Communications & IndustrialSolutions bonus scores in determining the final annual incentive program payouts for the namedexecutive officers and the Committee did not use any of the discretionary pool reserved under theprogram. Consequently, annual incentive payments for fiscal 2010 for the named executive officers werepaid at 200% of target.

There are no changes in the annual incentive plan target percentages for the named executiveofficers for fiscal 2011.

Long-Term Incentive Awards

The MDCC intends to use long-term incentive awards in the form of stock options, restricted stockunits and other forms of equity and/or cash to deliver competitive compensation that recognizesemployees for their contributions to the company and aligns executive officers with shareholders infocusing on long-term growth and stock performance. As part of the company’s compensationphilosophy, the MDCC concluded that annual grants of long-term incentive awards to executive officerstypically should be competitive relative to our primary talent market peer group, but should have theability to deliver compensation at the high end of the market for superior performance and at the lowend of the market for weak performance. The company does not have a specific policy for theallocation of long-term equity incentive awards among the different forms of equity, but determines on


a year-to-year basis what forms of equity are appropriate in light of the then-current circumstances.However, consistent with its policy that a majority of an executive officer’s compensation beperformance-based, long-term equity incentive awards for executive officers will be weighted heavily inthe form of stock options or some other form of performance-based award.

In order to facilitate the long-term equity incentive grant process, the Committee establishedexecutive officer equity grant guidelines in 2008 that provide an equity value range applicable to eachexecutive officer. Under the guidelines, certain executive officers (excluding Mr. Lynch) are groupedtogether in separate grant bands (based on the similarity in their roles and an evaluation of theimportance of the executive officer’s role to the organization) in order to promote internal pay equity.For example, Messrs. Curtin and Scott are grouped together in the same long-term incentive rangereflecting their roles as Executive Vice Presidents of the company. Messrs. Donahue and Dougherty arelikewise grouped together with other executives leading large business units. The Committee thenassigned an equity value range for each band within the executive officer group based on competitivemarket data applicable for the roles represented within the band. Grant values actually awarded areintended to be within the ranges assigned, although the Committee may grant award values outside anassigned range to recognize exceptional or below average performance. For our named executiveofficers, the equity value ranges are as follows:

• Executive Vice President Band (Curtin/Scott)—$1.5M—$2.0M

• Large Business Unit Leader Band (Donahue/Dougherty)—$900K—$1.3M

To determine the value of each executive officer’s long-term equity incentive award in any year, theCommittee refers to the equity grant guidelines and also considers the same factors generallyconsidered for other components of total compensation—internal pay equity; individual performanceand contributions to strategic initiatives; level of experience; and compensation history. As with theother components of total compensation, Mr. Lynch makes a long-term equity incentive awardrecommendation for each executive officer.

In determining its annual long-term equity incentive award recommendation for Mr. Lynch, theCommittee reviews the applicable market reference data and competitive compensation analysisperformed by its compensation consultant (and any additional input from the consultant), and alsoconducts an assessment of Mr. Lynch’s performance. The Committee’s recommendation is thenpresented to the independent members of the full Board for its consideration.

Fiscal 2010 LTI Awards

In the first quarter of fiscal 2010, annual long-term equity incentive awards for fiscal 2010 weregranted to executive officers and other employees. (The values of the fiscal 2010 equity awards for thenamed executive officers are reflected in the Summary Compensation and Grants of Plan-BasedAwards Tables. Mr. Dougherty did not receive a fiscal 2010 annual long-term equity incentive awardsince he did not rejoin the company until January 5, 2010. The equity award values reflected in theSummary Compensation and Grants of Plan-Based Award Tables for Mr. Dougherty reflect the valueof the new hire/sign-on awards granted to him on January 13, 2010.) To support our philosophy thatlong-term incentive awards be performance-based and be designed to reward the creation of


shareholder value, the fiscal 2010 long-term equity incentive awards for executive officers continued tobe made in the form of stock options (70%) and restricted stock unit awards (30%).

All grants made in fiscal 2010 to the named executive officers were made at the same levels asfiscal 2009, except for Messrs. Curtin and Donahue, and all grants were made within the establishedranges, except for Mr. Donahue’s grant. The value of Mr. Curtin’s equity award was increased $200,000to recognize his outstanding leadership of the financial affairs of the company during a very challengingfiscal 2009, including actions that led to significant annualized savings in our cost structure and taxstructure, leadership of the company’s change in domicile to Switzerland and the continuedstrengthening of the company’s financial leadership team. The value of Mr. Donahue’s fiscal 2010award was also increased by $100,000 in recognition of his outstanding leadership of the Automotivebusiness unit in fiscal 2009, including actions that enabled the business to quickly return to profitability,strengthening of the Automotive leadership team, strengthening of the alternative energy vehicleproduct line, leading the restructuring of the Automotive business on an accelerated schedule andsuccessfully implementing the company’s TEOA (Tyco Electronics Operating Advantage) program at 13Automotive plants. Although the award value for Mr. Donahue was outside of the applicable grantrange established for Mr. Donahue, the Committee believed that the award was appropriate in light ofhis significant accomplishments in fiscal 2009.

The value of Mr. Lynch’s fiscal 2010 long-term equity incentive grant was based on a review of theapplicable market reference data and the assessment of Mr. Lynch’s performance during fiscal 2009,and was the same grant value awarded in fiscal 2009.

Fiscal 2011 LTI Awards

In the first quarter of fiscal 2011, annual long-term equity incentive awards were granted toexecutive officers and employees for fiscal 2011. (These equity awards are not reflected in the SummaryCompensation Table because they were granted in fiscal 2011.) As in fiscal 2010, the fiscal 2011 equityincentive awards for executive officers continued to be made in the form of stock options (70%) andrestricted stock units (30%). The equity grant ranges established under the equity grant guidelinesremain unchanged for fiscal 2011, and the executive bands were also maintained for purposes ofdetermining the value of the fiscal 2011 long-term equity incentive awards for the named executiveofficers. The equity award values approved by the Committee for the named executive officers for fiscal2011 are as follows:

Mr. Lynch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,700,000

Mr. Curtin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,000,000

Mr. Donahue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,600,000

Mr. Dougherty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,400,000

Mr. Scott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,600,000

The award values for Messrs. Lynch and Scott are at the same level as fiscal 2010. The annualequity award value for Mr. Curtin is $200,000 greater than the value of his fiscal 2010 award inrecognition of his continued superior leadership of the company’s financial affairs in fiscal 2010, as


discussed above in the Base Salary section of this CD&A. Mr. Donahue’s equity award value wasincreased by $200,000 over his fiscal 2010 equity award level in recognition of his continued superiorleadership of the Automotive group, and also to recognize his increased responsibilities as head of thenew Transportation Connectivity business unit, as discussed above in the Base Salary section of thisCD&A. The fiscal 2011 equity grant awarded to Mr. Dougherty is his first annual equity grant sincereturning to the company. The values for both Messrs. Donahue and Dougherty are consistent with thevalues for each of their positions based on the peer market data, but are outside of their establishedequity grant ranges because of the larger roles that each has recently assumed relative to the rolesassumed in the previously-established grant ranges.

In establishing the fiscal 2011 long-term equity incentive award value for Mr. Lynch, theCommittee considered Mr. Lynch’s leadership of the company through an extremely successful year andthe competitive total direct compensation and long-term incentive data from the company’s two peergroups.

Pay Mix

The company does not maintain a defined policy with respect to the allocation between fixedversus performance-based compensation or annual versus long-term compensation. Our mix for eachnamed executive officer is largely driven by our stated philosophy to have compensation deliveredprimarily through performance-based components that align the named executive officer’s interests withthose of our shareholders and to deliver a competitive pay mix relative to our peer benchmarkcompanies. Management and the MDCC periodically review our pay mix in relation to market practicesand in relation to our desired objective of providing the majority of our named executive officers’compensation through performance-based components. The following table shows our mix of fixedcompensation versus performance-based compensation and annual versus long-term compensation,based on the data shown in the Summary Compensation Table. As indicated by the table below, ouractual mix is consistent with our objective to deliver the majority of executive compensation throughshort-term and long-term performance-based incentives.

Base Long-Term Non-Equity OtherSalary Incentives Incentive Compensation

Lynch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9% 67% 21% 3%Curtin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15% 58% 23% 4%Donahue* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16% 51% 25% 8%Dougherty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9% 74% 15% 2%Scott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16% 55% 25% 4%

* The amounts included in the ‘‘Other Compensation’’ column for Mr. Donahue include his cashperquisite allowance, rental housing payments and company car related expenses, but exclude thevalue of the other benefits paid on Mr. Donahue’s behalf as a result of his assignment inGermany, as described in footnote (a) of the ‘‘All Other Compensation’’ table in the SummaryCompensation Table section of this proxy statement.


Risk Profile of Compensation Programs

The Committee has structured the company’s executive compensation programs to provide theappropriate level of incentives that do not encourage our executive officers to take excessive risks inmanaging their businesses and which emphasizes the requirement that these officers’ behaviorexemplify the company’s core values. As discussed above, a majority of our executive officers’compensation is performance-based, consistent with our executive compensation policy. Our annualincentive award program is designed to reward annual financial and/or strategic performance in areasconsidered critical to the short and long-term success of the company, and features a cap (200% oftarget in fiscal 2010) on the maximum amount that can be earned in any year. In order to provide anadequate balance and avoid excessive risk, the annual incentive program typically incorporates four orfive performance metrics that are evaluated in calculating program payouts. Our long-term equityincentive awards are directly aligned with long-term stockholder interests through their link to ourstock price and multi-year vesting schedules, and our executive stock ownership guidelines furthersupport a long-term focus by requiring our executives to personally own significant levels of thecompany’s stock. In combination, the Committee believes that the various elements of our executivecompensation program tie our executives’ compensation opportunities to the company’s sustainedlong-term performance.

The company performed a risk assessment of its compensation programs and practices in fiscal2010 and determined that none of the programs or practices is reasonably likely to have a materialadverse effect on the company. To conduct the assessment, the company first conducted an inventory ofits executive and non-executive incentive compensation programs globally, including all significant salesincentive programs. Each program was then evaluated to determine whether the primary componentsof the program properly balanced compensation opportunities and risk. The company performed theevaluation with the assistance of a compensation risk analysis checklist prepared by the Committee’scompensation consultant. Each program was evaluated through that checklist, the results were recordedand risk levels were identified. After the initial evaluation, the assessment team conducted interviewswith the corporate manager responsible for each program to discuss (a) the program design andalignment with business unit or overall corporate strategy, (b) the controls in place to mitigate thepotential for risk, and (c) the process for review and approval of final plan payouts. The results of theassessment were then reviewed by the Committee’s compensation consultant and presented to theCommittee for approval. After consideration of the results of the assessment and preliminaryconclusions, the Committee agreed with the company’s conclusion that none of its compensationprograms and practices in fiscal 2010 was reasonably likely to have a material adverse effect on thecompany.

Retirement and Deferred Compensation Benefits

The company maintains various retirement plans to assist our executive officers with retirementincome planning and increase the attractiveness of employment with the company.

The company provides a defined contribution plan, the Tyco Electronics Retirement Savings andInvestment Plan (‘‘RSIP’’), that is available to all eligible United States employees, and a nonqualifiedsupplemental retirement plan, the Tyco Electronics Supplemental Savings and Retirement Plan(‘‘SSRP’’), in which executive officers may participate.


Under the RSIP, the company match level is based on years of service, as follows:

Years of Service Employee Contribution* Company Contribution*

0–9 1% 5%10–19 2% 6%20–24 3% 7%25–29 4% 8%

30 or more 5% 9%

* Represents the percentage of the employee’s compensation, which for purposes of theRSIP, generally includes base salary and annual incentive awards paid to the employee.

Company contributions for the named executive officers are shown in the ‘‘All OtherCompensation’’ column of the Summary Compensation Table that follows this CD&A. Executiveofficers are fully vested in company matching contributions upon completion of three years of vestingservice under the RSIP and SSRP.

Under the SSRP, executive officers may defer up to 50% of their base salary and 100% of theirannual incentive awards. The company provides matching contributions to the SSRP based on theexecutive officer’s deferred base salary and annual incentive awards at the same rate such officer iseligible to receive matching contributions under the RSIP and on any cash compensation (i.e., basesalary and annual incentive awards) the executive officer earns that year in excess of Internal RevenueService limits.

All of the company’s U.S. retirement, deferred compensation, incentive and other executive andbroad-based plans are intended to comply with Section 409A of the Internal Revenue Code.

Mr. Donahue has accrued a benefit under two frozen tax-qualified defined benefit plans, asdescribed in the Pension Benefits for Fiscal 2010 Table that follows this CD&A.

Welfare Benefits

We provide welfare benefits to executive officers on the same basis as all other employees. Thesearrangements include medical, dental, life insurance and disability coverage and are offered to all oureligible U.S.-based employees. The various benefit plans are part of our overall total compensationoffering and are intended to be competitive with peer companies.

Outside of the United States, the company provides welfare benefits based on local countrypractices.

Perquisites

The company’s perquisite program provides for the payment to U.S. executive officers of a cashallowance equal to an additional ten percent (10%) of base salary, in lieu of perquisites typicallyprovided by other companies. The executive is permitted to apply the allowance as he or she deemsappropriate. Other than the allowance, there are no perquisites provided to U.S. executive officers.


Outside of the United States, perquisite benefits are paid to executive officers based on localcountry practice. (See the Summary Compensation Table that follows this CD&A for more informationon the perquisite benefits paid to our non-U.S. named executive officers.)

Expatriate Assignment Benefits

As described in the Summary Compensation Table that follows this CD&A, Mr. Donahue receivedcertain benefits as a result of his relocation to and assignment in Germany. The benefits paid toMr. Donahue are paid under the terms of an expatriate assignment policy made available to allemployees who are asked to relocate from their home country in connection with their workassignments. Under the policy, eligible employees are reimbursed (or provided cash allowances) foritems such as rent, goods and services, dependent tuition, home leave costs, language training, housingmanagement fees, tax preparation services, utility allowance, storage costs and miscellaneous livingexpenses. In addition, eligible employees are placed in a tax-equalization program that makes themwhole (including tax gross-up payments, where necessary) for any additional taxes imposed in excess ofthe taxes that they would have incurred in their home country.

Change in Control and Termination Payments

The company maintains the Tyco Electronics Severance Plan for U.S. Officers and Executives(‘‘Severance Plan’’) and the Tyco Electronics Change in Control Severance Plan for Certain U.S.Officers and Executives (‘‘CIC Plan’’). The company believes that the maintenance of severance andchange in control benefits is appropriate in order to attract and retain executive talent (given the factthat such benefits are standard benefits provided by peer companies), to avoid costly and potentiallyprotracted separation negotiations, to ensure continuity of management in the event of an actual orthreatened change in control and to protect our executive officers’ investment in the company. TheCommittee performed a competitive analysis of both plans when they were adopted in fiscal 2007 anddetermined that the benefits provided under both plans were standard in the marketplace.

Under the company’s Severance Plan, benefits are payable to an executive officer only upon aninvoluntary termination of employment for any reason other than cause, permanent disability or death,and are conditioned upon the executive officer executing a release (including confidentiality, one yearnon-competition, two year non-solicitation and non-disparagement covenants) in favor of the company.Under the Severance Plan, an eligible executive will be paid cash severance upon termination ofemployment equal to: two times base salary plus two times target bonus for the Chief ExecutiveOfficer, one and one-half times base salary plus one and one-half times target bonus for Section 16officers who are direct reports to the Chief Executive Officer, and one times base salary plus one timestarget bonus for other executive officers. Cash severance payments are made in monthly installments.In addition, the terminated executive will be eligible to receive a pro rata annual incentive payment forthe year in which the termination occurs and continued health and welfare benefits for the length ofthe severance period. The Severance Plan does not provide any special treatment for outstanding equityawards. The severance benefits provided under the Severance Plan, including the cash severancemultiples, were set by the Committee at levels deemed consistent with market practice. ‘‘Cause’’ isdefined as substantial failure or refusal to perform duties and responsibilities of the executive’s job,violation of fiduciary duty, conviction of a felony or misdemeanor, dishonesty, theft, violation of our


rules or policies, or other egregious conduct that has or could have a serious and detrimental impact onTyco Electronics and its employees.

Severance benefits for non-U.S. executives will generally be based on local statutory requirements.

The company’s CIC Plan incorporates a ‘‘double trigger’’ concept before benefits become payable.In other words, benefits are payable to an executive officer under the CIC Plan only upon aninvoluntary termination of employment by the company or ‘‘good reason resignation’’ that occursduring a period shortly before and continuing after a change in control (a ‘‘qualifying termination’’)and are conditioned upon the executive officer executing a release (including confidentiality,non-competition, non-solicitation and non-disparagement covenants) in favor of the company. Forpurposes of the CIC Plan, ‘‘good reason resignation’’ generally means assignment of duties materiallyinconsistent with the executive’s position, a material adverse change in the executive’s position,company actions that would cause the executive to violate his or her ethical or professional obligations,relocation to a place of employment greater than 60 miles from the executive’s current place ofemployment, a reduction in the executive’s base salary or annual bonus, a reduction in the aggregate ofthe executive’s benefits or failure by the company to have its obligations under the CIC Plan assumedby a successor.

No benefits are payable under the CIC Plan if the executive officer is terminated for ‘‘cause.’’‘‘Cause’’ is defined as a violation of fiduciary duty, conviction of a felony or misdemeanor, dishonesty,theft or other egregious conduct likely to have a materially detrimental impact on Tyco Electronics andits employees.

Under the CIC Plan, an eligible executive will be paid cash severance in the event of a qualifyingtermination equal to: three times base salary plus three times target bonus for the Chief ExecutiveOfficer, two times base salary plus two times target bonus for Section 16 officers who are direct reportsto the Chief Executive Officer, and one and one-half times base salary plus one and one-half timestarget bonus for other Section 16 officers and Band 1 employees. Cash severance payments will bemade in the form of a lump sum payment. In addition, the terminated executive will be eligible toreceive a pro rata annual incentive payment for the year in which the termination occurs and continuedhealth and welfare benefits for the length of the severance period (i.e., 36, 24 or 18 months).Outstanding equity awards will become fully vested in the event of a qualifying termination. Cashseverance and other benefits payable as a result of a qualifying termination will be limited to thegreater after-tax amount resulting from (i) payment of the full benefits provided under the CIC Planand imposition of all taxes, including any applicable excise taxes under Internal Revenue CodeSection 280G, or (ii) payment of the benefits capped at the Section 280G limit with no excise taximposed. Benefits payable under the CIC Plan will not be grossed up for the imposition ofSection 280G or any other taxes. The severance benefits provided under the CIC Plan, including thecash severance multiples, were set by the Committee at levels deemed consistent with market practice.

Executive Stock Ownership Requirements

The company maintains a Share Ownership and Retention Requirement Plan applicable to thecompany’s executive officers, including the named executive officers. Under the plan, the ChiefExecutive Officer is required to own Tyco Electronics common shares in an amount equal to five timesbase salary, while the direct reports to the Chief Executive Officer are required to own shares in an


amount equal to two times base salary. All covered executive officers are required to meet the shareownership requirements within five years of the effective date of the plan (July 9, 2007), or within fiveyears of the officer’s date of employment, if later. The following shares count towards the ownershiprequirements: wholly owned shares, shares in stock units or deferred compensation plans, shares in401(k) plans and employee stock ownership plans, unvested restricted stock and shares held byimmediate family members that are considered beneficially owned by the executive officer. As of fiscal2010 year-end, four of the five named executive officers met their stock ownership requirements.


MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT

The Management Development and Compensation Committee has reviewed the CompensationDiscussion and Analysis and discussed that Analysis with management. Based on its review anddiscussions with management, the Committee recommended to our Board of Directors that theCompensation Discussion and Analysis be included in the company’s Annual Report on Form 10-K forthe fiscal year ended September 24, 2010 and the company’s proxy statement for the 2011 AnnualGeneral Meeting of Shareholders. This report is provided by the following independent directors, whocomprise the Committee:

The Management Development and Compensation Committee:

David P. Steiner, ChairRobert M. HernandezDaniel J. Phelan

December 1, 2010

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of our executive officers serves as a member of the board of directors or compensationcommittee of any entity that has one or more of its executive officers serving as a member of ourManagement Development and Compensation Committee. In addition, none of our executive officersserves as a member of the compensation committee of any entity that has one or more of its executiveofficers serving as a member of our Board of Directors.


EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

The following table summarizes the compensation of the named executive officers for the fiscalyear ended September 24, 2010 (‘‘fiscal 2010’’) and, where applicable, the fiscal years endedSeptember 25, 2009 and September 26, 2008. The named executive officers are the company’s principalexecutive officer, principal financial officer and the three other most highly compensated executives.

Change inPension

Value andNon-Equity Nonqualified

Incentive DeferredPlan Compen- All Other

Stock Option Compen- sation Compen-Salary(1) Bonus Awards(2) Awards(3) sation(4) Earnings(5) sation(6) Total

Year ($) ($) ($) ($) ($) ($) ($) ($)Name and Principal Position (b) (c) (d) (e) (f) (g) (h) (i) (j)

Thomas J. Lynch . . . . . . . . . 2010 $950,000 — $2,189,892 $5,066,494 $2,375,000 — $314,298 $10,895,684Chief Executive Officer 2009 $950,000 — $1,381,744 $2,927,936 $ 281,485 — $333,309 $ 5,874,474(PEO) 2008 $950,000 — — — $1,425,000 — $256,142 $ 2,631,142

Terrence R. Curtin . . . . . . . . 2010 $505,875 — $ 588,186 $1,361,219 $ 758,812 — $126,113 $ 3,340,205EVP & Chief Financial . . . 2009 $505,875 — $ 319,733 $ 671,766 $ 112,418 — $155,350 $ 1,765,142Officer (PFO) . . . . . . . . . 2008 $490,319 — — — $ 569,109 — $116,473 $ 1,175,901

Joseph B. Donahue . . . . . . . 2010 $480,136 — $ 457,560 $1,058,650 $ 750,082 $ 84,660 $915,586 $ 3,746,674President, TransportationConnectivity

Charles P. Dougherty(7) . . . . . 2010 $328,846 — $ 740,590 $1,775,592 $ 499,298 — $ 59,122 $ 3,403,448President, Communications &Industrial Solutions

Robert A. Scott . . . . . . . . . . 2010 $525,000 — $ 522,996 $1,209,935 $ 787,500 — $131,005 $ 3,176,436EVP & General Counsel . . 2009 $525,000 — $ 319,733 $ 671,766 $ 116,668 — $139,362 $ 1,772,529

2008 $512,404 — — — $ 590,625 — $160,216 $ 1,263,245

(1) Amounts shown are not reduced to reflect the named executive officers’ elections, if any, to defer receipt of salary into theSSRP.

(2) This amount represents the grant date fair value of restricted stock units (‘‘RSUs’’) calculated using the provisions ofAccounting Standards Codification (‘‘ASC’’) 718, Compensation—Stock Compensation.

(3) This amount represents the grant date fair value of stock options calculated using the provisions of ASC 718. See Note 23(Share Plans) to the notes to consolidated financial statements (‘‘Note 23’’) set forth in Tyco Electronics’ Annual Report onForm 10-K for the fiscal year ended September 24, 2010 (the ‘‘10-K’’) for the assumptions made in determining ASC 718grant date fair values.

(4) Represents amounts earned under the Tyco Electronics Annual Incentive Plan (‘‘AIP’’). Amounts shown are not reduced toreflect the named executive officers’ elections, if any, to defer receipt of awards into the SSRP.

(5) Represents the aggregate change in actuarial present value of the accumulated benefits for Mr. Donahue under his frozenpension plans as described in ‘‘CD&A—Elements of Compensation—Retirement and Deferred Compensation Benefits.’’Messrs. Lynch, Curtin, Dougherty and Scott do not participate in a pension plan. There are no nonqualified deferredcompensation earnings because the SSRP does not provide for ‘‘above-market’’ or preferential earnings as defined inapplicable SEC rules.

(6) See the All Other Compensation table below for a breakdown of amounts shown in column (i) which include perquisitesand company match on employee contributions to the employee stock purchase plan, the company’s 401(k) plan andnonqualified defined contribution plan, dividend equivalent units and other amounts. The amounts reflected in the table forperquisites are the company’s incremental cost. The company also provides group life, health, hospitalization and medicalreimbursement plans which do not discriminate in scope, terms or operation in favor of officers and are available to allfull-time employees; the values of the benefits are not shown in the table.

(7) Mr. Dougherty re-joined the company in his present position on January 5, 2010.


All Other Compensation

Dollar Valueof Dividendsnot factored Companyinto Grant ESPP Contributions

Insurance Date Fair Company to DC All OtherPerquisites(a) Premiums(b) Value(c) Match(d) Plans(e) Compensation

Name Year ($) ($) ($) ($) ($) ($)

Thomas J. Lynch . . . . . . . . . . . 2010 $ 95,000 — $153,974 $3,750 $61,574 $314,298Terrence R. Curtin . . . . . . . . . . 2010 $ 50,588 — $ 36,860 — $38,665 $126,113Joseph B. Donahue . . . . . . . . . 2010 $815,554 $431 $ 27,543 — $72,058 $915,586Charles P. Dougherty . . . . . . . . 2010 $ 33,750 — $ 13,987 — $11,385 $ 59,122Robert A. Scott . . . . . . . . . . . . 2010 $ 52,500 — $ 34,828 — $43,677 $131,005

(a) Amounts reflect a cash perquisite allowance under the executive flexible perquisites allowance program whichprovides executives a cash allowance of 10% of base salary. Also includes benefits payable under our expatriatepolicy for Mr. Donahue, who is an expatriate residing in Germany. We maintain an expatriate policy under whichemployees who are asked to relocate from their home country in connection with their work assignments arereimbursed for certain costs and expenses associated with relocating to, and living in, another country.

Amounts greater than $25,000 for Mr. Donahue are:

Benefit Type Amount

Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $64,749Goods and services allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50,450Dependant tuition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32,448Company car related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $39,730

Amounts less than $25,000 are comprised of home leave costs, language training, housing management fees, taxpreparation services, utility allowance, storage costs and miscellaneous living expenses which totaled $50,855. Taxallowances are provided to individuals on expatriate assignments to make their assignments effectively tax and costneutral to them. Under these arrangements, the company paid on behalf of Mr. Donahue foreign taxes in theamount of $426,454 (net of amounts withheld from his base pay under the tax equalization program) for servicesperformed in Germany in fiscal 2010. The company also provided Mr. Donahue with tax gross-up payments of$102,740 for calendar 2009; gross-up amounts for calendar 2010 are not determined until the end of calendar year2010. Due to the timing of payments in fiscal 2010, the following range of exchange rates, primarily as determinedby Tyco Electronics finance, were used to convert amounts reported or paid in euros to U.S. dollars: $1.31872—$1.380834:EUR 1.

(b) Represents the additional income reported for participation in a company paid split dollar life insurance program.

(c) Represents the value of dividend equivalent units credited in the fiscal year to each individual’s unvested RSUsusing the closing price on the date of the crediting.

(d) Represents the company matching contribution made under the Tyco Electronics employee stock purchase plan.

(e) Reflects contributions made on behalf of the named executive officers under Tyco Electronics’ qualified definedcontribution plan and accruals on behalf of the named executive officers under the SSRP (a nonqualified definedcontribution excess plan), as follows:

Company Matching CompanyContribution Contribution

Name Year (Qualified Plan) (Non-Qualified Plan)(*)

Mr. Lynch . . . . . . . . . . . . . . . . . . . . . . . . . 2010 $12,250 $49,324Mr. Curtin . . . . . . . . . . . . . . . . . . . . . . . . . 2010 $ 7,750 $30,915Mr. Donahue . . . . . . . . . . . . . . . . . . . . . . . 2010 $23,104 $48,954Mr. Dougherty . . . . . . . . . . . . . . . . . . . . . . 2010 $11,385 —Mr. Scott . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 $12,250 $31,427

(*) Included in Mr. Donahue’s amount is an additional matching contribution of $5,930 as a result of a frozendefined benefit plan.


Grants of Plan-Based Awards in Fiscal 2010

The following table discloses the potential payouts for fiscal 2010 under the company’s AnnualIncentive Plan and actual numbers of stock options and restricted stock unit awards granted duringfiscal 2010 and the grant date fair value of these awards.

All Other All OtherStock Option

Awards: Awards: Grant DateNumber of Number of Exercise or Fair Value of

Estimated Possible Payouts Under Shares of Securities Base Price Stock andNon-Equity Incentive Plan Stock or Underlying of Option Option

Grant Date Awards(1) Units(2) Options(3) Awards(4) Awards(5)

Threshold Target Maximum($) ($) ($) (#) (#) ($/Sh) ($)

Name (b) (c) (d) (e) (i) (j) (k) (l)

Thomas J. Lynch . . . . . . 12/3/2009 $593,750 $1,187,500 $2,375,001 89,020 741,800 24.60 $7,256,386Terrence R. Curtin . . . . 12/3/2009 $189,703 $ 379,406 $ 758,812 23,910 199,300 24.60 $1,949,405Joseph B. Donahue . . . . 12/3/2009 $187,521 $ 375,041 $ 750,082 18,600 155,000 24.60 $1,516,210Charles P. Dougherty(6) . . 1/13/2010 $124,825 $ 249,649 $ 499,298 29,020 243,900 25.52 $2,516,182Robert A. Scott . . . . . . 12/3/2009 $196,875 $ 393,750 $ 787,500 21,260 177,150 24.60 $1,732,931

(1) The ‘‘Threshold’’ column represents the minimum amount payable (50% of target payout) when thresholdperformance is met. The ‘‘Target’’ column represents the amount payable (100% of target payout) if the specifiedperformance targets are reached. The ‘‘Maximum’’ column represents the maximum amount payable (200% of targetpayout). See ‘‘CD&A—Elements of Compensation—Annual Incentive Awards.’’

(2) This column shows the number of RSUs granted in fiscal 2010 to the named executive officers. The grants vestequally over four years starting on the first anniversary date.

(3) This column shows the number of stock options granted in fiscal 2010 to the named executive officers. Stock optionsissued have a ten-year term and vest ratably over a four-year period, with 25% becoming vested and exercisable oneach anniversary of the grant date.

(4) This column shows the exercise price for the stock options granted, which was (i) the greater of the closing price ofTyco Electronics common shares on November 17, 2009 and December 3, 2009 for the options granted onDecember 3, 2009, and (ii) the closing price of Tyco Electronics common shares on January 13, 2010 for the optionsgranted on such date. The options granted on December 3, 2009 were originally granted on November 17, 2009,with an exercise price of $24.60. The November 17, 2009 grants were cancelled and regranted on December 3, 2009due to an inadvertent error in the original grant process. As the closing price of Tyco Electronics common shareswas lower on December 3, 2009, the November 17, 2009 price was used as the exercise price for the stock options.

(5) This column shows the full grant date fair value of RSUs and stock options under ASC 718 granted to the namedexecutive officers in fiscal 2010. For additional information on the valuation assumptions, see Note 23 in the 10-K.In determining the number of stock options and RSUs that are awarded to eligible equity award participants,including each named executive officer, the company follows an established policy under which it uses the averagedaily closing price in the month preceding grant as the applicable value. For purposes of the fiscal 2010 equityawards reflected in the table above, the applicable stock value used to determine the number of stock option sharesand RSUs awarded to each named executive officer was $22.58 per share for the December grant (which was theaverage daily closing price for October, the month before the original grant date of November 17, 2009) and $23.78for the January grant (Mr. Dougherty’s grant). The value of the award shown in this column, however, is based onthe grant date closing price, $24.60 per share for the December grant and $25.52 per share for the January grant, asapplicable.

(6) Mr. Dougherty’s AIP payout was prorated based on his start date.


Outstanding Equity Awards at 2010 Fiscal Year-End

The following table shows the number of Tyco Electronics shares covered by exercisable andunexercisable options and unvested RSUs held by the company’s named executive officers onSeptember 24, 2010. Each equity grant is shown separately for each named executive officer. The vestingschedule for each grant is shown following the table, based on the option or stock award grant date.

Option Awards Stock Awards

Number of Market ValueNumber of Securities Shares or of Shares orUnderlying Option Units of Stock Units of StockUnexercised Options Exercise Option That Have That HaveExercisable Unexercisable(1) Price Expiration Not Vested(1)(2) Not Vested(3)

Grant (#) (#) ($) Date Grant (#) ($)Name Date (b) (c) (e) (f) Date (g) (h)

Thomas J. Lynch . . . 09/27/04 359,007 0 $34.48 09/26/1403/10/05 173,015 0 $41.38 03/09/1511/22/05 121,111 0 $33.52 11/21/1511/21/06 162,201 54,068 $35.03 11/20/16 11/21/06 25,085 $ 733,98707/02/07 395,812 131,938 $39.97 07/01/17 07/02/07 30,329 $ 887,42711/18/08 205,037 615,113 $14.56 11/18/18 11/18/08 74,894 $2,191,39812/03/09 0 741,800 $24.60 11/17/19 12/03/09 91,170 $2,667,634

Terrence R. Curtin . . 03/26/01 17,301 0 $51.75 03/25/1107/12/01 17,301 0 $58.38 07/11/1110/01/01 17,301 0 $51.67 09/30/1103/26/04 14,360 0 $32.13 03/25/1403/10/05 21,626 0 $41.38 03/09/1511/22/05 17,301 0 $33.52 11/21/1511/21/06 35,684 11,895 $35.03 11/20/16 11/21/06 5,518 $ 161,45707/02/07 79,162 26,388 $39.97 07/01/17 07/02/07 6,066 $ 177,49111/17/08 48,962 146,888 $14.11 11/17/18 11/17/08 17,882 $ 523,22712/03/09 0 199,300 $24.60 11/17/19 12/03/09 24,487 $ 716,490

Joseph B. Donahue . 09/26/07 43,975 43,975 $34.54 09/26/17 09/26/07 10,108 $ 295,76011/17/08 39,787 119,363 $14.11 11/17/18 11/17/08 14,528 $ 425,08912/03/09 0 155,000 $24.60 11/17/19 12/03/09 19,049 $ 557,374

Charles P. Dougherty 10/16/06 14,526 0 $34.00 05/29/1207/02/07 40,310 0 $39.97 05/29/1211/17/08 12,244 0 $14.11 05/29/1201/13/10 0 243,900 $25.52 01/13/20 01/13/10 29,523 $ 863,843

Robert A. Scott . . . . 05/03/04 22,387 0 $32.25 05/02/1403/10/05 7,462 0 $41.38 03/09/1511/22/05 5,795 0 $33.52 11/21/1511/21/06 32,439 10,814 $35.03 11/20/16 11/21/06 5,017 $ 146,79707/02/07 79,162 26,388 $39.97 07/01/17 07/02/07 6,066 $ 177,49111/17/08 48,962 146,888 $14.11 11/17/18 11/17/08 17,882 $ 523,22712/03/09 0 177,150 $24.60 11/17/19 12/03/09 21,773 $ 637,078

(1) Option and stock vesting schedule:

Grant Date Option Vesting Schedule Restricted Stock Awards Vesting Schedule

11/21/06 1⁄4 vesting each year starting on 1st anniversary 1⁄3 vesting each year starting on 2nd anniversary07/02/07 1⁄4 vesting each year starting on 1st anniversary 1⁄2 vesting each year starting on 3rd anniversary09/26/07 1⁄4 vesting each year starting on 1st anniversary 1⁄4 vesting each year starting on 1st anniversary11/17/08 1⁄4 vesting each year starting on 1st anniversary 1⁄4 vesting each year starting on 1st anniversary11/18/08 1⁄4 vesting each year starting on 1st anniversary 1⁄4 vesting each year starting on 1st anniversary12/03/09 1⁄4 vesting each year starting on 1st anniversary 1⁄4 vesting each year starting on 1st anniversary01/13/10 1⁄4 vesting each year starting on 1st anniversary 1⁄4 vesting each year starting on 1st anniversary

(2) Any dividend equivalents issued on RSUs have been included in the number of units reported.

(3) Value represents the market value of Tyco Electronics common shares (based on the closing price of $29.26 per share onSeptember 24, 2010).


Option Exercises and Stock Vested in Fiscal 2010

The following table sets forth certain information regarding Tyco Electronics options and stockawards exercised and vested, respectively, during fiscal 2010 for the named executive officers.

Option Awards Stock Awards

Number of Shares Number of SharesAcquired on Value Realized on Acquired on Value Realized on

Exercise Exercise Vesting(1) Vesting(2)

(#) ($) (#) ($)Name (b) (c) (d) (e)

Thomas J. Lynch . . . . . . . . . . . . . — — 79,022 $1,921,023Terrence R. Curtin . . . . . . . . . . . . — — 17,241 $ 418,302Joseph B. Donahue . . . . . . . . . . . — — 11,311 $ 263,586Charles P. Dougherty . . . . . . . . . . — — — —Robert A. Scott . . . . . . . . . . . . . . — — 16,751 $ 406,596

(1) Represents vesting of RSUs. Any dividend equivalents issued on RSUs that vested during fiscal2010 have been included in the number of units reported.

(2) We computed the aggregate dollar amount realized upon vesting by multiplying the number ofunits vested by the market value of the underlying shares on the vesting date.

Pension Benefits for Fiscal 2010

The following table provides details regarding the present value of accumulated benefits under theplans described in ‘‘CD&A—Elements of Compensation—Retirement and Deferred CompensationBenefits’’ for the named executive officers in fiscal 2010.

Present Value ofNumber of Years Accumulated Payments During

Credited Service(2) Benefit(3) Last Fiscal YearPlan Name (#) ($) ($)

Name(1) (b) (c) (d) (e)

Joseph B. Donahue . . . . Tyco Electronics PensionPlan – Part II & AMPRestoration Plan 16.8 $416,940 —

(1) Messrs. Lynch, Curtin, Dougherty and Scott do not participate in any pension plan sponsored byTyco Electronics.

(2) Years of service is calculated from date of original hire through the end of 1999, when the planwas frozen.

(3) The present value of accumulated benefit amount has been measured as of September 24, 2010and is based on a number of assumptions, including:

• A discount rate of 5.1% was used for the Tyco Electronics Pension Plan – Part II and adiscount rate of 3.5% was used for the AMP Restoration Plan;

• Mortality rates based on standard actuarial tables; and

• No retirements prior to normal retirement age or withdrawals for disability or otherwiseprior to retirement.


Nonqualified Deferred Compensation for Fiscal 2010

The following table discloses contributions and earnings credited to each of the named executiveofficers under the SSRP (Supplemental Savings and Retirement Plan) in fiscal 2010 and balances atfiscal year end. The SSRP is a nonqualified deferred compensation plan. See ‘‘CD&A—Elements ofCompensation—Retirement and Deferred Compensation Benefits’’ for information regarding the plan.Pursuant to the SSRP, executive officers may defer up to 50% of their base salary and 100% of theirannual bonus. We provide matching contributions based on the executive’s deferred base salary andbonus, and any salary and bonus actually paid in excess of the Internal Revenue CodeSection 401(a)(17) limit ($245,000 in 2010) as follows: $5 for every $1 the executive officer contributesup to the first 1% of the executive officer’s eligible pay or, if the executive officer is credited with morethan ten years of service, $6 for every $1 the executive officer contributes up to the first 2% of theexecutive officer’s eligible pay or, if the executive officer is credited with more than twenty years ofservice, $7 for every $1 the executive officer contributes up to the first 3% of the executive officer’seligible pay or, if the executive officer is credited with more than twenty-five years of service, $8 forevery $1 the executive officer contributes up to the first 4% of the executive officer’s eligible pay or, ifthe executive officer is credited with more than thirty years of service, $9 for every $1 the executiveofficer contributes up to the first 5% of the executive officer’s eligible pay.

Executive Registrant Aggregate Aggregate AggregateContributions in Contributions in Earnings in Withdrawals/ Balance at Last

Last FY(1) Last FY(2) Last FY(3)(4)(5) Distributions(6) FYE(4)(5)

($) ($) ($) ($) ($)Name (b) (c) (d) (e) (f)

Thomas J. Lynch . . . . . . $123,149 $49,324 $185,078 — $1,972,803Terrence R. Curtin . . . . $187,975 $30,915 $137,724 — $1,385,717Joseph B. Donahue . . . . $ 33,166 $48,954 $ 29,747 $16,823 $ 306,235Charles P. Dougherty . . . — — $ 1,252 — $ 12,944Robert A. Scott . . . . . . . $ 38,057 $31,427 $ 53,862 — $ 583,227

(1) The amounts shown represent deferrals of cash and bonuses by the named executive officers underthe SSRP, the amounts of which are included in the Summary Compensation Table in the Salary orNon-Equity Incentive Plan Compensation column, as applicable.

(2) The amounts shown represent matching contributions by the company, the amounts of which areincluded in the Summary Compensation Table in the All Other Compensation column.

(3) No portion of these earnings shown in column (d) were included in the Summary CompensationTable because the SSRP does not provide for ‘‘above-market’’ or preferential earnings as definedin applicable SEC rules.

(4) For Messrs. Curtin and Scott, the balance shown also includes amounts credited under the TycoElectronics Supplemental Executive Retirement Plan, the predecessor to the SSRP that was frozento new contributions effective December 31, 2004. The SSRP became effective on January 1, 2005.

(5) The company credits for the month of September 2009 were credited to accounts onSeptember 26, 2009 after fiscal 2009 ended. For Messrs. Lynch, Curtin and Scott, the companycredit amounts were $7,497, $6,860 and $5,228, respectively.

(6) Represents a scheduled distribution in accordance with the individual’s original distributionelection.

Termination and Change in Control Payments

The table below outlines the potential payments to our Chief Executive Officer and other namedexecutive officers upon the occurrence of certain termination triggering events. For the purpose of the


table, below are definitions generally applicable for the various types of terminations under the TycoElectronics Severance Plan for U.S. Officers and Executives (referred to in this proxy statement as the‘‘Severance Plan’’) and/or the Tyco Electronics Change in Control Severance Plan for Certain U.S.Officers and Executives (referred to in this proxy statement as the ‘‘CIC Plan’’). See ‘‘CD&A—Elements of Compensation—Change in Control and Termination Payments’’ for information regardingthe terms of the plans.

• ‘‘Voluntary Resignation’’ means any retirement or termination of employment that is not initiated bythe company or any subsidiary other than a Good Reason Resignation (defined below).

• ‘‘Good Reason Resignation’’ means any retirement or termination of employment by a participant thatis not initiated by the company or any subsidiary and that is caused by any one or more of thefollowing events which occurs during the period beginning 60 days prior to the date of a Change inControl (defined below) and ending two years after the date of such Change in Control:

(1) without the participant’s written consent, the company (a) assigns or causes to be assigned tothe participant any duties inconsistent in any material respect with his or her position as in effectimmediately prior to the Change in Control, (b) makes or causes to be made any material adversechange in the participant’s position (including titles and reporting relationships and level), authority,duties or responsibilities, or (c) takes or causes to be taken any other action which, in the reasonablejudgment of the participant, would cause him or her to violate his or her ethical or professionalobligations (after written notice of such judgment has been provided by the participant to theManagement Development and Compensation Committee and the company has been given a 15-dayperiod within which to cure such action), or which results in a significant diminution in such position,authority, duties or responsibilities;

(2) without the participant’s written consent, the participant’s being required to relocate to aprincipal place of employment more than 60 miles from his or her existing principal place ofemployment;

(3) without the participant’s written consent, the company (a) reduces the participant’s base salaryor annual bonus, or (b) reduces the participant’s retirement, welfare, stock incentive, perquisite andother benefits, taken as a whole; or

(4) the company fails to obtain a satisfactory agreement from any successor to assume and agreeto perform the company’s obligations to the participant under the CIC Plan.

• ‘‘Involuntary Termination’’ means a termination of the participant initiated by the company or asubsidiary for any reason other than Cause (defined below), Permanent Disability (defined below) ordeath, subject to the conditions specified in the applicable plan.

• ‘‘Cause’’ means any misconduct identified as a ground for termination in company policy or otherwritten policies or procedures, including among other things, misconduct, dishonesty, criminalactivity, or egregious conduct that has or could have a serious and detrimental impact on thecompany and its employees.

• ‘‘Permanent Disability’’ means that a participant has a permanent and total incapacity from engagingin any employment for the employer for physical or mental reasons. A ‘‘Permanent Disability’’ will bedeemed to exist if the participant meets the requirements for disability benefits under the employer’slong-term disability plan or under the requirements for disability benefits under the U.S. socialsecurity laws (or similar laws outside the United States, if the participant is employed in thatjurisdiction) then in effect, or if the participant is designated with an inactive employment status atthe end of a disability or medical leave.


• ‘‘Change in Control’’ means any of the following events:

(1) any ‘‘person’’ (as defined in Section 13(d) and 14(d) of the Securities Exchange Act),excluding for this purpose, (i) the company or any subsidiary company (wherever incorporated) of thecompany, or (ii) any employee benefit plan of the company or any such subsidiary company (or anyperson or entity organized, appointed or established by the company for or pursuant to the terms ofany such plan that acquires beneficial ownership of voting securities of the company), is or becomes the‘‘beneficial owner’’ (as defined in Rule 13d-3 under the Securities Exchange Act) directly or indirectlyof securities of the company representing more than 30 percent of the combined voting power of thecompany’s then outstanding securities; provided, however, that no Change in Control will be deemed tohave occurred as a result of a change in ownership percentage resulting solely from an acquisition ofsecurities by the company;

(2) persons who, as of July 1, 2007 (the ‘‘effective date’’), constitute the Board (the ‘‘IncumbentDirectors’’) cease for any reason (including without limitation, as a result of a tender offer, proxycontest, merger or similar transaction) to constitute at least a majority thereof, provided that anyperson becoming a director of the company subsequent to the effective date shall be considered anIncumbent Director if such person’s election or nomination for election was approved by a vote of atleast 50 percent of the Incumbent Directors; but provided further, that any such person whose initialassumption of office is in connection with an actual or threatened proxy contest relating to the electionof members of the Board or other actual or threatened solicitation of proxies or consents by or onbehalf of a ‘‘person’’ (as defined in Section 13(d) and 14(d) of the Securities Exchange Act) other thanthe Board, including by reason of agreement intended to avoid or settle any such actual or threatenedcontest or solicitation, shall not be considered an Incumbent Director;

(3) consummation of a reorganization, merger or consolidation or sale or other disposition of atleast 80 percent of the assets of the company (a ‘‘Business Combination’’), in each case, unless,following such Business Combination, all or substantially all of the individuals and entities who werethe beneficial owners of outstanding voting securities of the company immediately prior to suchBusiness Combination beneficially own directly or indirectly more than 50 percent of the combinedvoting power of the then outstanding voting securities entitled to vote generally in the election ofdirectors, as the case may be, of the company resulting from such Business Combination (including,without limitation, a company which, as a result of such transaction, owns the company or all orsubstantially all of the company’s assets either directly or through one or more subsidiary companies(wherever incorporated) of the company) in substantially the same proportions as their ownership,immediately prior to such Business Combination, of the outstanding voting securities of the company;or

(4) approval by the stockholders of the company of a complete liquidation or dissolution of thecompany.

• ‘‘Change in Control Termination’’ means a participant’s Involuntary Termination or Good ReasonResignation that occurs during the period beginning 60 days prior to the date of a Change in Controland ending two years after the date of such Change in Control.

No named executive officer is entitled to a payment in connection with an Involuntary Terminationfor Cause.


Total Involuntary InvoluntaryPermanent Termination— Termination—Disability Not for Change in

Executive Benefits and Payments Upon Termination Retirement or Death Cause Control(7)

Thomas J. LynchCompensation

Severance(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,275,000 $ 6,412,500Short-Term Incentive(2) . . . . . . . . . . . . . . . . . . . . $2,375,000 $ 2,375,000Long-Term Incentives• Stock Options (Unvested and Accelerated or

Continued Vesting)(3) . . . . . . . . . . . . . . . . . . $9,042,161 $12,498,949 $12,498,949• Restricted Stock Units (Unvested and

Accelerated or Continued Vesting)(3) . . . . . . . . $3,812,812 $ 6,480,446 $ 6,480,446Benefits and Perquisites(4)

Health and Welfare Benefits Continuation(5) . . . . . $ 24,800 $ 37,200Outplacement(6) . . . . . . . . . . . . . . . . . . . . . . . . $ 26,000

Terrence R. CurtinCompensation

Severance(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,327,922 $ 1,770,563Short-Term Incentive(2) . . . . . . . . . . . . . . . . . . . . $ 758,812 $ 758,812Long-Term Incentives• Stock Options (Unvested and Accelerated or

Continued Vesting)(3) . . . . . . . . . . . . . . . . . . $2,225,353 $ 3,154,091 $ 3,154,091• Restricted Stock Units (Unvested and

Accelerated or Continued Vesting)(3) . . . . . . . . $ 862,175 $ 1,578,665 $ 1,578,665Benefits and Perquisites(4)


Joseph B. DonahueCompensation





Charles P. DoughertyCompensation


Continued Vesting)(3) . . . . . . . . . . . . . . . . . . $ 0 $ 912,186 $ 912,186• Restricted Stock Units (Unvested and

Accelerated or Continued Vesting)(3) . . . . . . . . $ 0 $ 863,843 $ 863,843Benefits and Perquisites(4)



Total Involuntary InvoluntaryPermanent Termination— Termination—Disability Not for Change in

Executive Benefits and Payments Upon Termination Retirement or Death Cause Control(7)

Robert A. ScottCompensation





(1) Severance is calculated as follows under Involuntary Termination—Not for Cause for U.S.-based executives:Mr. Lynch—two times base salary plus two times target bonus, Messrs. Curtin, Donahue, Dougherty andScott—one and one-half times base salary plus one and one-half times target bonus; and as follows underInvoluntary Termination—Change in Control for U.S.-based executives: Mr. Lynch—three times base salaryplus three times target bonus, Messrs. Curtin, Donahue, Dougherty and Scott—two times base salary plus twotimes target bonus. If the ‘‘parachute payment’’ (severance plus value of accelerated equity) is greater thanthree times the average W-2 reported compensation for the preceding five years, then an ‘‘excise tax’’ isimposed on the portion of the parachute payment that exceeds the average W-2 reported compensation forthe preceding years. In this case, the participant will receive the greater of (i) payment of the full benefitsprovided under the CIC Plan and imposition of all taxes, including any applicable excise taxes under InternalRevenue Code Section 280G, or (ii) payment of the benefits capped at the Section 280G limit with no excisetax imposed. Under the CIC Plan, benefits payable thereunder will not be grossed up for the imposition ofInternal Revenue Code Section 280G or any other taxes.

(2) Assumes the effective date of termination is September 24, 2010 and that the pro rata payment under the2010 AIP is equal to 12/12ths of the actual award earned for fiscal 2010. Mr. Dougherty’s AIP payout ispro-rated based on his start date of January 5, 2010.

(3) Assumes the effective date of termination is September 24, 2010 and the price per Tyco Electronics commonshare on the date of termination equals $29.26. Under Involuntary Termination—Change in Control, alloutstanding stock options that are vested and exercisable as of the termination date, as well as the options thatvest as a result of the acceleration, will be exercisable for the greater of the period specified in the optionagreement or twelve months from the termination date. In no event, however, will an option be exercisablebeyond its original expiration date. Amounts disclosed for stock options only reflect options that are in-the-moneyas of September 24, 2010. RSUs and options granted on December 3, 2009 and January 13, 2010 will be forfeitedif the retirement date is prior to the achievement of the grants’ one-year anniversary date. However, the one-yearemployment requirement is not applicable in the case of death or permanent disability.

(4) Payments associated with benefits and perquisites are limited to the items listed. No other benefits orperquisite continuation occurs under the termination scenarios listed.

(5) Health and welfare benefits continuation is calculated as follows under Involuntary Termination—Not forCause: Mr. Lynch—24 months, Messrs. Curtin, Donahue, Dougherty and Scott—18 months; and as followsunder Involuntary Termination—Change in Control: Mr. Lynch—36 months, Messrs. Curtin, Donahue,Dougherty and Scott—24 months. Annual amount is an approximation. In the event that provision of any ofthe benefits would adversely affect the tax status of the applicable plan or benefits, the company, in its solediscretion, may elect to pay to the participant cash in lieu of such coverage in an amount equal to thecompany’s premium or average cost of providing such coverage.

(6) Outplacement is calculated as the cost of services for the participant for a period of twelve months from theparticipant’s termination date under Involuntary Termination—Change in Control. The company offers twelvemonth coverage totaling $26,000 for the Chief Executive Officer and provides $9,300 for executives under theexecutive program for outplacement services. The company has the right and sole discretion to pay outplacementservices under Involuntary Termination—Not for Cause, but is not required to provide such benefits.

(7) The payments shown in this column are the same payments that would be made in the event of a ‘‘GoodReason Resignation.’’


COMPENSATION OF NON-EMPLOYEE DIRECTORS

Fiscal 2010 compensation of each director who is not a salaried employee of the company or itssubsidiaries was set at $215,000 per annum, payable $80,000 in cash and $135,000 in equity value. Thechair of the Audit Committee received an additional $25,000 cash retainer and the chairs of theManagement Development and Compensation Committee and Nominating, Governance andCompliance Committee received an additional $15,000 cash retainer. The chairman of the Boardreceived an additional retainer fee of $130,000 ($100,000 in cash and $30,000 in equity value). AuditCommittee members, including the chair, each received an additional $10,000 in cash compensation.Directors who are employees of the company or its subsidiaries do not receive any compensation fortheir services as directors.

Commencing in fiscal 2010, each non-employee director received the equity component of theircompensation in the form of a grant of common shares of Tyco Electronics Ltd., with the exception ofDr. Gromer. The issuance of common shares in lieu of deferred stock units (‘‘DSUs’’) commenced infiscal 2010 in the compensation program was due to U.S. tax law changes made in 2008. (Under thechange in tax law, our U.S.-based non-employee directors can no longer defer any portion of theircompensation, including DSUs, and therefore, they were issued common shares (which are immediatelytaxable) in lieu of DSUs.) Because Dr. Gromer is a German citizen, he continued to receive his equitycompensation in the form of DSUs.

DSUs awarded to Dr. Gromer, and to other non-employee directors before fiscal 2010 vestedimmediately upon grant, and will be paid in common shares within 30 days following termination(subject to the previously-existing option of deferring the payout, as described below). Dividendequivalents or additional DSUs are credited to a non-employee director’s DSU account when dividendsor capital reduction distributions are paid on our common shares.

Fiscal 2011 compensation for non-employee directors will be the same as fiscal 2010, except thatthe fiscal 2011 additional retainer fee for the chairman of the Board will increase to $160,000 ($100,000in cash and $60,000 in equity value).

Through December 31, 2008, the company maintained the Tyco Electronics Director DeferredCompensation Plan, under which each non-employee director had the opportunity to make an electionto defer some or all of his or her cash remuneration through that period. (Non-employee directors alsohad the opportunity to elect to defer payout of their DSUs to a date later than termination.) Eachnon-employee director had the opportunity to receive a distribution of the amounts credited to his orher deferred compensation account either in a lump sum cash payment or in installments not to exceedten years with payment made (or commencing) at termination of service or at a fixed date selected bythe non-employee director. Two non-employee directors elected to defer their compensation throughDecember 31, 2008. As a result of U.S. tax law changes, no deferral elections were permitted afterDecember 31, 2008.

The company reimburses its Board members for expenses incurred in attending Board andcommittee meetings or performing other services for the company in their capacities as directors. Suchexpenses include food, lodging and transportation.


The following table discloses the cash and equity awards paid to each of the company’snon-employee directors during the fiscal year ended September 24, 2010.

Fees Earned or All OtherPaid in Cash(1) Stock Awards(2) Compensation(3) Total

($) ($) ($) ($)Name (b) (c) (g) (h)

Pierre R. Brondeau . . . . . . . . . . . . . . . . . . $ 90,000 $147,083 $ 7,008 $244,091Ram Charan . . . . . . . . . . . . . . . . . . . . . . . $ 80,000 $147,083 $ 7,008 $234,091Juergen W. Gromer . . . . . . . . . . . . . . . . . . $ 80,000 $147,083 $10,857 $237,940Robert M. Hernandez . . . . . . . . . . . . . . . . . $ 80,000 $147,083 $ 7,008 $234,091Daniel J. Phelan . . . . . . . . . . . . . . . . . . . . . $ 80,000 $147,083 $ 7,008 $234,091Frederic M. Poses . . . . . . . . . . . . . . . . . . . . $195,000 $179,777 $ 7,862 $382,639Lawrence S. Smith . . . . . . . . . . . . . . . . . . . $115,000 $147,083 $ 9,387 $271,470Paula A. Sneed . . . . . . . . . . . . . . . . . . . . . $ 90,000 $147,083 $ 8,587 $245,670David P. Steiner . . . . . . . . . . . . . . . . . . . . . $ 95,000 $147,083 $ 7,008 $249,091John C. Van Scoter . . . . . . . . . . . . . . . . . . . $ 80,000 $147,083 $ 3,743 $230,826

(1) The amounts shown represent the amount of cash compensation earned in fiscal 2010 for Boardand committee services. Mr. Poses received additional fees for his work as the Board chair.Effective December 3, 2009, Mr. Poses became chair of the Nominating, Governance andCompliance Committee and Mr. Steiner became chair of the Management Development andCompensation Committee. There was no pro-ration of fees between committees because the fee isthe same for both Committees. Mr. Poses, Mr. Steiner and Mr. Smith each received additional feesfor their roles as chair of the Nominating, Governance and Compliance Committee, theManagement Development and Compensation Committee and the Audit Committee, respectively.Mr. Brondeau, Mr. Smith and Ms. Sneed each received for the full year the additional cashretainer for serving on the Audit Committee. The amount in the table reflects the U.S. dollarequivalent for fees earned as Dr. Gromer is paid in euros.

(2) On November 17, 2009, each director received a grant of 5,979 common shares, except forDr. Gromer who received his award in the form of DSUs. Mr. Poses received an additional 1,329shares in equity compensation as chairman. In determining the number of common shares andDSUs to be issued, the company used the average daily closing price in the month preceding grant($22.58 per share), the same methodology used to determine employee equity awards. The grantdate fair value of these awards, as shown above, was calculated by using the closing price of thecommon shares on the date of grant ($24.60 per share). The common shares and DSUs vestedimmediately and non-employee directors receive dividend equivalents in connection with theseawards. As of fiscal 2010 year-end, the aggregate number of DSUs outstanding for eachnon-employee director was as follows: Dr. Brondeau—11,138; Dr. Charan—11,138; Dr. Gromer—17,221; Mr. Hernandez—11,138; Mr. Phelan—11,138; Mr. Poses—12,485; Mr. Smith—14,906;Ms. Sneed—13,672; Mr. Steiner—11,138; Mr. Van Scoter—5,965.

(3) Represents the value of dividend equivalent units earned calculated using the market value on thedate of the dividend.

Charitable Contributions

Our board governance principles require that the Board approve all charitable donations by TycoElectronics to organizations associated with a director. The amount of any such donation is limited toan amount that is less than one percent of that organization’s annual charitable receipts and is lessthan one percent of Tyco Electronics’ annual charitable contributions.


Any matching donation by Tyco Electronics to organizations associated with a director is limited toan amount that is no greater than the amount contributed by the director and is required to be madein a manner consistent with Tyco Electronics’ employee matching gift program.

Tyco Electronics Political Action Committee Charitable Match Program

Tyco Electronics matches fifty cents for each dollar contributed by a director to the TycoElectronics Political Action Committee. This match may be designated by the director to an eligiblepublic charity of their choice. Eligible organizations include, but are not limited to: colleges, privateuniversities, private and public elementary and secondary schools, civic, arts and culture, health andhuman service agencies, and environmental organizations.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

All relationships and transactions in which the company and our directors and executive officers ortheir immediate family members are participants were reviewed to determine whether such personshave a direct or indirect material interest. As required under SEC rules, transactions that aredetermined to be directly or indirectly material to a related person are disclosed in the company’sproxy statement. In addition, we have adopted a written policy with respect to related persontransactions pursuant to which the Nominating, Governance and Compliance Committee reviews andapproves or ratifies any related person transaction that is required to be disclosed. In the course of itsreview and approval or ratification of a disclosable related person transaction, the committee considerswhether the transaction is fair and reasonable to the company and will take into account, among otherfactors it deems appropriate:

• whether the transaction is on terms no less favorable than terms generally available to anunaffiliated third-party under the same or similar circumstances;

• the extent of the related person’s interest in the transaction and the materiality of thetransaction to the company;

• the related person’s relationship to the company;

• the material facts of the transaction, including the proposed aggregate value of the transaction;

• the business purpose for and reasonableness of the transaction, taken in the context of thealternatives available to the company for attaining the purposes of the transaction;

• whether the transaction is in the ordinary course of the company’s business and was proposedand considered in the ordinary course of business; and

• the effect of the transaction on the company’s business and operations, including on thecompany’s internal control over financial reporting and system of disclosure controls orprocedures, and any additional conditions or controls (including reporting and reviewrequirements) that should be applied to such transaction.

Any member of the committee who is a related person with respect to a transaction under reviewmay not participate in the deliberations or vote respecting approval or ratification of the transaction,provided, however, that such director may be counted in determining the presence of a quorum at ameeting at which the committee considers the transaction.

Frederic Poses, a director and Chairman, is Chief Executive Officer and an equity owner ofAscend Performance Materials (‘‘Ascend’’), a private manufacturer of nylon related chemicals, resinsand fibers for commercial and industrial products. Tyco Electronics made $8.9 million in purchasesfrom Ascend during fiscal 2010. William Hernandez, the brother of Robert Hernandez, a director, wasthe Senior Vice President and Chief Financial Officer of PPG Industries, a supplier of paints, coatings,chemicals, optical products, specialty materials, glass and fiber glass, through October 2009, to whichTyco Electronics made $0.8 million in sales and from which Tyco Electronics made $0.1 million inpurchases during fiscal 2010. David Steiner, a director, is the Chief Executive Officer of WasteManagement, Inc., a provider of waste management services, from which Tyco Electronics made$0.3 million in purchases during fiscal 2010. Such transactions were arms-length commercial dealingsbetween the companies, none of which are material individually or in the aggregate. The committee hasreviewed and approved or ratified these transactions.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires Tyco Electronics’ executive officers anddirectors and persons who beneficially own more than ten percent of Tyco Electronics’ common sharesto file electronically reports of ownership and changes in ownership of such common shares with theSEC and NYSE. These persons are required by SEC regulations to furnish Tyco Electronics with copiesof all Section 16(a) forms they file. As a matter of practice, Tyco Electronics’ administrative staff assistsTyco Electronics’ executive officers and directors in preparing initial reports of ownership and reportsof changes in ownership and files those reports on their behalf. Based on Tyco Electronics’ review ofsuch forms, as well as information provided and representations made by the reporting persons, TycoElectronics believes that all of its executive officers, directors and beneficial owners of more than tenpercent of its common shares complied with the reporting requirements of Section 16(a) during TycoElectronics’ fiscal year ended September 24, 2010.

AUDIT COMMITTEE REPORT

The information contained in the report below shall not be deemed to be ‘‘soliciting material’’ or to be‘‘filed’’ with the SEC, nor shall such information be incorporated by reference into any future filing underthe Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to theextent that the company specifically incorporates it by reference in such filing.

During our fiscal year ended September 24, 2010, the Audit Committee of the Board wascomposed of three directors. Lawrence S. Smith served as chair and Pierre R. Brondeau and Paula A.Sneed served as members of the Committee. The Board of Directors determined that each of themembers of the Audit Committee met the independence and experience requirements of the NYSEand applicable federal regulations. In addition, the Board determined that Mr. Smith and Ms. Sneedare audit committee financial experts.

The Audit Committee operates under a charter approved by the Board of Directors. A summarydescription of the duties and powers of the Audit Committee can be found in ‘‘The Board of Directorsand Board Committees’’ section of this proxy statement. The Audit Committee oversees the company’sfinancial reporting process on behalf of the Board. Management has the primary responsibility for thefinancial statements and the reporting process, assures that the company develops and maintainsadequate financial controls and procedures, and monitors compliance with these processes. Thecompany’s independent registered public accounting firm (the ‘‘independent auditor’’) is responsible forperforming an audit of the consolidated year-end financial statements in accordance with the standardsof the Public Company Accounting Oversight Board (‘‘PCAOB’’) (United States) to obtain reasonableassurance that the company’s consolidated financial statements are free from material misstatement andexpressing an opinion on the conformity of the financial statements with accounting principles generallyaccepted in the United States. The company’s Swiss registered auditor is responsible for performing anaudit of the statutory financial statements of Tyco Electronics Ltd. prepared in accordance with Swisslaw and the company’s articles of association. The internal auditors are responsible to the AuditCommittee and the Board for testing the integrity of the financial accounting and reporting controlsystems and such other matters as the Audit Committee and Board determine. The company’s specialauditor is responsible for delivering reports in accordance with Swiss law confirming that thereceivables of the creditors of the company will be fully covered by assets after giving effect to anyreductions of capital in connection with shareholders’ approvals of distributions to shareholders in theform of capital reductions or under other circumstances.

In this context, the Audit Committee has reviewed the consolidated financial statements in TycoElectronics’ Annual Report on Form 10-K for the fiscal year ended September 24, 2010. TheCommittee held discussions with management, the internal auditors, the independent auditor and theSwiss registered auditor concerning the consolidated financial statements, as well as the independent


auditor’s and Swiss registered auditor’s opinions thereon. The Committee also discussed withmanagement, the internal auditors and the independent auditor the report of management and theindependent auditor’s opinion regarding the company’s internal control over financial reportingrequired by Section 404 of the Sarbanes-Oxley Act of 2002. Management represented to the Committeethat the company’s consolidated financial statements were prepared in accordance with generallyaccepted accounting principles in the United States. The Audit Committee reviewed and discussed thestatutory financial statements with management, the internal auditors and the Swiss registered auditor,as well as the Swiss registered auditor’s opinion thereon. The Audit Committee reviewed and discussedwith management and the special auditor the capital reduction report issued by the special auditor forthe capital reduction approved by shareholders of the company in the year ended September 24, 2010.The Committee routinely reviewed and discussed with management and the Ombudsman any concernsfrom employees or external constituencies (including investors, suppliers and customers) about thecompany’s accounting, internal accounting controls or auditing matters.

The Committee discussed with the independent auditor all communications required by auditingstandards of the PCAOB (United States). In addition, the Committee discussed with the independentauditor the auditor’s independence from Tyco Electronics and its management, including the matters inthe letter received from the independent auditor regarding the independent auditor’s communicationswith the Audit Committee concerning independence.

Based upon the Committee’s review and discussions referred to above, the Committeerecommended that the Board include the company’s audited consolidated financial statements in TycoElectronics’ Annual Report on Form 10-K for the fiscal year ended September 24, 2010 filed with theSecurities and Exchange Commission. The Committee further recommended that the audited statutoryfinancial statements of Tyco Electronics Ltd., together with the company’s audited consolidatedfinancial statements, be included in the company’s Annual Report to Shareholders for the fiscal yearended September 24, 2010.

The Audit Committee:

Lawrence S. Smith, ChairPierre R. BrondeauPaula A. Sneed

December 1, 2010


AGENDA ITEM NO. 2—APPROVAL OF ANNUAL REPORT AND FINANCIAL STATEMENTSFOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010

Agenda Item No. 2.1 Approval of the 2010 Annual Report of Tyco Electronics Ltd. (excluding thestatutory financial statements for the fiscal year ended September 24, 2010 and the consolidatedfinancial statements for the fiscal year ended September 24, 2010)


Our Board of Directors proposes that the 2010 Annual Report of Tyco Electronics Ltd. (excludingthe statutory financial statements for the fiscal year ended September 24, 2010 and the consolidatedfinancial statements for the fiscal year ended September 24, 2010) be approved.

Explanation

Our 2010 Annual Report, which accompanies this proxy statement, includes the statutory financialstatements of Tyco Electronics Ltd. (which do not consolidate the results of operations for oursubsidiaries) for the fiscal year ended September 24, 2010 and the Tyco Electronics Ltd. consolidatedfinancial statements for the fiscal year ended September 24, 2010 and contains the reports of our Swissregistered auditor and our independent registered public accounting firm, as well as information on ourbusiness, organization and strategy. Copies of our 2010 Annual Report and this proxy statement areavailable on the Internet at http://www.te.com/2011AnnualMeeting.

Under Swiss law, certain portions of our annual report must be submitted to shareholders forapproval or disapproval at each annual general meeting. This agenda item must be submitted toshareholders for approval or disapproval in addition to the statutory financial statements and theconsolidated financial statements, which are presented separately for approval as Agenda Items No. 2.2and No. 2.3, respectively.

In the event of a negative vote on this agenda item by shareholders, the Board of Directors willcall an extraordinary general meeting of shareholders for re-consideration of this agenda item byshareholders.

Vote Requirement to Approve Agenda Item

The approval of a majority of our shares represented at the meeting, whether in person or byproxy, is required for approval of Agenda Item No. 2.1.

Recommendation

The Board of Directors recommends a vote ‘‘FOR’’ approval of Agenda Item No. 2.1. Proxies willbe so voted unless shareholders specify otherwise in their proxies.

Agenda Item No. 2.2 Approval of the statutory financial statements of Tyco Electronics Ltd. for thefiscal year ended September 24, 2010


Our Board of Directors proposes that the statutory financial statements of Tyco Electronics Ltd.for the fiscal year ended September 24, 2010 be approved.

Explanation

Tyco Electronics Ltd.’s statutory financial statements for the fiscal year ended September 24, 2010are contained in our 2010 Annual Report, which accompanies this proxy statement. Our 2010 Annual


Report also contains the report of our Swiss registered auditor with respect to the statutory financialstatements of Tyco Electronics Ltd.

Under Swiss law, our statutory financial statements must be submitted to shareholders for approvalor disapproval at each annual general meeting.


Deloitte AG, Zurich, Switzerland, as our Swiss registered auditor, has issued an unqualifiedrecommendation to the Annual General Meeting that the statutory financial statements of TycoElectronics Ltd. for the fiscal year ended September 24, 2010 be approved. As our Swiss registeredauditor, Deloitte AG has expressed its opinion that the statutory financial statements for the fiscal yearended September 24, 2010 comply with Swiss law and our articles of association and has reported onother legal requirements. Representatives of Deloitte AG will attend the Annual General Meeting andwill have an opportunity to make a statement if they wish. They will also be available to answerappropriate questions at the meeting.



Recommendation


Agenda Item No. 2.3 Approval of the consolidated financial statements of Tyco Electronics Ltd. for thefiscal year ended September 24, 2010


Our Board of Directors proposes that the consolidated financial statements of TycoElectronics Ltd. for the fiscal year ended September 24, 2010 be approved.

Explanation

Our consolidated financial statements for the fiscal year ended September 24, 2010 are containedin our 2010 Annual Report, which accompanies this proxy statement. Our 2010 Annual Report alsocontains the report of our Swiss registered auditor with respect to the consolidated financial statements.

Under Swiss law, our consolidated financial statements must be submitted to shareholders forapproval or disapproval at each annual general meeting.


Deloitte AG, Zurich, Switzerland, as our Swiss registered auditor, has issued an unqualifiedrecommendation to the Annual General Meeting that the consolidated financial statements of TycoElectronics Ltd. for the fiscal year ended September 24, 2010 be approved. As our Swiss registeredauditor, Deloitte AG has expressed its opinion that the consolidated financial statements present fairly,in all material respects, the financial position, the results of operations and the cash flows of TycoElectronics in accordance with accounting principles generally accepted in the United States of


America (US GAAP) and comply with Swiss law and has reported on other legal requirements.Representatives of Deloitte AG will attend the Annual General Meeting and will have an opportunityto make a statement if they wish. They will also be available to answer appropriate questions at themeeting.



Recommendation



AGENDA ITEM NO. 3—RELEASE THE MEMBERS OF THE BOARD OF DIRECTORS ANDEXECUTIVE OFFICERS FOR ACTIVITIES DURING THE FISCAL YEAR ENDED SEPTEMBER 24, 2010


Our Board of Directors proposes that shareholders release the members of the Board of Directorsand executives of Tyco Electronics from liability for their activities during the fiscal year endedSeptember 24, 2010.

Explanation

As is customary for Swiss corporations and in accordance with article 698, subsection 2, item 5 ofthe Swiss Code of Obligations (the ‘‘Swiss Code’’), shareholders are requested to release the membersof the Board of Directors and the executive officers of Tyco Electronics from liability for their activitiesduring the fiscal year ended September 24, 2010. This release from liability claims brought by TycoElectronics or its shareholders against members of the Board of Directors and executive officers ofTyco Electronics for activities carried out during the fiscal year ended September 24, 2010 is onlyeffective with respect to facts that have been disclosed to shareholders. This release binds shareholderswho either voted in favor of the agenda item or who subsequently acquired shares with knowledge ofthe resolution. Registered shareholders that do not vote in favor of this agenda item are not bound bythe result for a period ending six months after the vote.


The approval of a majority of our shares represented at the meeting, whether in person or byproxy, not counting the votes of any director or executive officer of Tyco Electronics, is required forapproval of Agenda Item No. 3.

Recommendation

The Board of Directors recommends a vote ‘‘FOR’’ approval of Agenda Item No. 3. Proxies willbe so voted unless shareholders specify otherwise in their proxies.


AGENDA ITEM NO. 4—ELECTION OF AUDITORS

Agenda Item No. 4.1 Election of Deloitte & Touche LLP as independent registered public accountingfirm for the fiscal year ending September 30, 2011


Our Board of Directors proposes that our shareholders ratify Deloitte & Touche LLP as ourindependent registered public accounting firm for the fiscal year ending September 30, 2011.

Explanation

The election of our independent registered public accounting firm is recommended by our AuditCommittee to the Board of Directors for approval by our shareholders annually. The Audit Committeereviews both the audit scope and estimated fees for professional services for the coming year. TheAudit Committee has recommended the ratification of the engagement of Deloitte & Touche LLP asour independent registered public accounting firm for the fiscal year ending September 30, 2011.

Representatives of Deloitte & Touche LLP will attend the Annual General Meeting and will havean opportunity to make a statement if they wish. They will also be available to answer appropriatequestions at the meeting.

Independent Auditor Fee Information

Aggregate fees for professional services rendered by Deloitte & Touche LLP, the member firms ofDeloitte Touche Tohmatsu, and their respective affiliates as of and for the fiscal years endedSeptember 24, 2010 and September 25, 2009 are set forth below. The aggregate fees included in theaudit fees category are fees paid or accrued for the fiscal years for the services described below. Theaggregate fees included in each of the other categories are fees billed in the fiscal years or expected tobe billed with respect to the fiscal years for the services described below. (All references to ‘‘$’’ beloware to United States dollars.)

Fiscal Years 2010 and 2009 Fees

Fiscal Year 2010 Fiscal Year 2009

Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16,050,000 $17,407,000Audit-Related Fees . . . . . . . . . . . . . . . . . . . . . . . . . — 450,000Tax Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 493,000 1,748,000All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000 4,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16,545,000 $19,609,000

Audit fees for the fiscal years ended September 24, 2010 and September 25, 2009 were forprofessional services rendered for the year-end audits of the consolidated financial statements of thecompany, review of quarterly financial statements included in the company’s quarterly reports onForm 10-Q, consents, comfort letters and statutory and regulatory filings in foreign jurisdictions.

Audit-related fees for the fiscal year ended September 24, 2009 were primarily related to audits ofcarve-out financial statements of certain businesses that have been divested or were being consideredfor divestiture and other attest services.

Tax fees for the fiscal years ended September 24, 2010 and September 25, 2009 were primarily fortax compliance services.

Other fees for the fiscal years ended September 24, 2010 and September 25, 2009 were forsubscriptions.


None of the services described above were approved by the Audit Committee under the deminimis exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X.

Policy for the Pre-Approval of Audit and Non-Audit Services

The Audit Committee adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and other permissible non-audit services that may be provided by the independent auditor.The policy identifies the principles that must be considered by the Audit Committee in approvingservices to ensure that the auditor’s independence is not impaired. The policy provides that thecontroller will support the Audit Committee by providing a list of proposed services to the Committee,monitoring the services and fees pre-approved by the Committee, providing periodic reports to theCommittee with respect to pre-approved services and ensuring compliance with the policy.

Under the policy, the Audit Committee annually pre-approves the audit fee and terms of theengagement, as set forth in the audit engagement letter. These services may not extend for more thantwelve months, unless the Audit Committee specifically provides for a different period. All audit-relatedservices and non-audit tax services must be separately pre-approved by the Audit Committee. Theindependent auditor may not begin work on any engagement without confirmation of Audit Committeepre-approval from the controller or his delegate.

In accordance with the policy, the Audit Committee may delegate one or more of its members theauthority to pre-approve the engagement of the independent auditor when the entire Committee isunable to do so. The chair must report all such pre-approvals to the Audit Committee at the nextcommittee meeting.



Recommendation


Agenda Item No. 4.2 Election of Deloitte AG, Zurich, Switzerland as our Swiss registered auditor untilour next annual general meeting


Our Board of Directors proposes that Deloitte AG, Zurich, Switzerland be elected as thecompany’s Swiss registered auditor until our next annual general meeting.

Explanation

Under Swiss law, our shareholders must elect an independent Swiss registered public accountingfirm. The Swiss registered auditor’s main task is to audit our consolidated financial statements and thestatutory financial statements of Tyco Electronics. Our Board of Directors has recommended thatDeloitte AG, Zurich, Switzerland, be elected as our Swiss registered auditor for our consolidatedfinancial statements and the statutory financial statements of Tyco Electronics Ltd.

Representatives of Deloitte AG will attend the Annual General Meeting and will have anopportunity to make a statement if they wish. They will also be available to answer appropriatequestions at the meeting.


For independent auditor fee information and information on our pre-approval policy of audit andnon-audit services, see Agenda Item No. 4.1. See the Audit Committee Report included in this proxystatement for additional information about our Swiss registered auditors.



Recommendation


Agenda Item No. 4.3 Election of PricewaterhouseCoopers AG, Zurich, Switzerland as special auditingfirm until our next annual general meeting


Our Board of Directors proposes that PricewaterhouseCoopers AG, Zurich, Switzerland be electedas our special auditing firm until our next annual general meeting.

Explanation

Under Swiss law, special reports by an auditor are required in connection with certain corporatetransactions, including certain types of increases and decreases in share capital.



Recommendation



AGENDA ITEM NO. 5—ADVISORY VOTE ON EXECUTIVE COMPENSATION


Our Board of Directors proposes that shareholders provide advisory (non-binding) approval of thecompensation of our named executive officers, as disclosed pursuant to the compensation disclosurerules of the SEC, including the Compensation Discussion and Analysis, the Fiscal 2010 SummaryCompensation Table and related tables and disclosure.

Explanation

Our Board of Directors recognizes the interest our investors have in the compensation of ourexecutives. In recognition of that interest and as required by the Dodd-Frank Act, we are providing ourshareholders with the opportunity to cast a non-binding advisory vote on the compensation of ournamed executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (alsoreferred to as ‘‘say-on-pay’’).

As described in our CD&A, we have adopted an executive compensation philosophy designed todeliver competitive total compensation, upon the achievement of financial and/or strategic performanceobjectives, which will attract, motivate and retain leaders who will drive the creation of shareholdervalue. In order to implement that philosophy, the MDCC has established a disciplined process for theadoption of executive compensation programs and individual executive officer pay actions that includesthe analysis of competitive market data, a review of each executive officer’s role and performanceassessment and consultation with the Committee’s independent compensation consultant. Since 2007,the year in which Tyco Electronics became a public company, the Committee has followed that processto align executive compensation programs and individual pay actions with the company’s executivecompensation philosophy. Among the program features incorporated by the Committee (or Board ofDirectors) since 2007 to align with the executive compensation philosophy are the following:

• 70% of the value of each executive officer’s annual long-term incentive awards are made inthe form of stock options to drive long-term performance and alignment with shareholderinterests;

• Equity awards (both stock options and restricted share units) incorporate a four-year vestingperiod to further emphasize long-term performance and executive officer commitment;

• Our annual incentive plan incorporates at least four financial and/or strategic performancemetrics in order to properly balance risk with the incentives to drive our key annualfinancial and/or strategic initiatives; in addition, the annual incentive program incorporates a200% maximum payout to further manage risk and the possibility of excessive payments;

• The company implemented a robust compensation risk assessment process, as described inthe CD&A, to determine that our incentive compensation programs are not reasonablylikely to create a material risk to the company;

• The Committee adopted an executive share ownership and retention plan which, along withthe design of the long-term incentive awards, drives long-term executive stock ownership;

• The Board adopted a Change in Control Severance Plan that only pays out upon achange-in-control termination (i.e., a ‘‘double trigger’’) and does not permit the payment ofany gross-up amounts.

One of the core tenets of our executive compensation philosophy is our emphasis on performancepay. (As you can see from the Pay Mix chart in the CD&A, in fiscal 2010 a large portion of our namedexecutive officers’ compensation (ranging from 76% to 89%) is delivered in the form of annual andlong-term incentives.) This is manifested in the pay levels and approved pay actions (such as base salary


adjustments) since 2007. Pay levels have been relatively low in fiscal years in which the company hasnot met its target performance measures (such as in fiscal 2009) and pay levels have been relativelyhigh in years in which company performance has been strong (such as in fiscal 2010). This track recordreflects the performance-driven design of our executive compensation programs and is wholly consistentwith our executive compensation philosophy.

The Committee believes that our executive compensation programs, executive officer pay levelsand individual pay actions approved for our executive officers, including our named executive officers,are directly aligned with our executive compensation philosophy, fully support its goals and provide anappropriate balance between risk and incentives. (Shareholders are urged to read the CD&A section ofthis proxy statement, which discusses in greater detail how our compensation policies and proceduresimplement our executive compensation philosophy.) We are asking our shareholders to indicate theirsupport for our named executive officer compensation as described in this proxy statement.

Text of the Shareholder Resolution

IT IS RESOLVED, that shareholders of Tyco Electronics Ltd. approve, on an advisory basis, thecompensation of the named executive officers of the company, as disclosed in the proxy statement forthe 2011 Annual General Meeting pursuant to the compensation disclosure rules of the Securities andExchange Commission, including the Compensation Discussion and Analysis, the Fiscal 2010 SummaryCompensation Table and the other related tables and disclosure.


The approval of a majority of our shares represented at the meeting, whether in person or byproxy, is required for advisory (non-binding) approval of Agenda Item No. 5. The vote is advisory, andtherefore not binding on the company, the MDCC or our Board. Our Board and our MDCC value theopinions of our shareholders and to the extent there is any significant vote against the named executiveofficer compensation as disclosed in this proxy statement, we will consider our shareholders’ concernsand the MDCC will evaluate whether any actions are necessary to address those concerns.

Recommendation



AGENDA ITEM NO. 6—ADVISORY VOTE ON FREQUENCY OF EXECUTIVECOMPENSATION ADVISORY VOTE


Our Board of Directors proposes that shareholders provide advisory (non-binding) approval of thefrequency of advisory votes on executive compensation at the company, such as Agenda Item No. 5.Shareholders may indicate whether they would prefer an advisory vote on named executive officercompensation once every one, two or three years.

Explanation

We are required by the Dodd-Frank Act to provide shareholders with a ‘‘say-on-pay’’ vote everyone, two or three years, as determined by a separate advisory shareholder vote held at least once everysix years.


The approval of a majority of our shares represented at the meeting, whether in person or byproxy, is required for advisory (non-binding) approval of Agenda Item No. 6. If none of the alternativesof Agenda Item No. 6 (one year, two years or three years) receive a majority vote, we will consider thehighest number of votes cast by shareholders to be the frequency that has been selected byshareholders. However, because this vote is advisory and not binding on the Board of Directors or thecompany in any way, the Board may decide that it is in the best interests of our shareholders and thecompany to hold an advisory vote on executive compensation more or less frequently than the optionapproved by our shareholders. The Board has not made a recommendation on this Agenda Item No. 6because it has decided to consider the views of the company’s shareholders before making adetermination.


AGENDA ITEM NO. 7—DECLARATION OF DIVIDEND


By resolutions adopted on October 25, 2010, our Board of Directors declared it advisable to makea dividend payment to shareholders in a Swiss franc amount equal to US$ 0.72 per issued share(including treasury shares) to be calculated as described in the resolution below, such dividend to bepaid on the dates designated below in four equal quarterly installments of US$ 0.18 each toshareholders of record on the dates designated below, starting with the third fiscal quarter of 2011 andending in the second fiscal quarter of 2012.

Our Board of Directors directed that this motion be submitted for consideration by ourshareholders at the Annual General Meeting.

Background

Under Swiss law, the allocation of profits, in particular the declaration of dividends, is to beresolved by the shareholders. To that end, you are being asked to vote to declare a dividend as putforward in the motion of our Board of Directors. Under Swiss law we can now make distributions toshareholders in the form of a dividend that will be free of Swiss withholding tax (rather than a capitalreduction, which is how we made previous distributions as a Swiss company).

We are seeking your declaration of a dividend of no more than a Swiss franc amount per share tobe determined as discussed below, which will be paid on such dates and to shareholders of record onsuch dates as designated below in four equal quarterly installments of US$ 0.18 per share, inaccordance with the exchange ratio of Swiss francs (‘‘CHF’’) per one U.S. dollar (‘‘USD’’) as publishedon the website of the Swiss National Bank two business days prior to the date of the Annual GeneralMeeting (the ratio being the ‘‘Rate’’).

To determine the CHF amount of the dividend, we will (1) multiply US$ 0.72 by the Rate,(2) round the resulting CHF amount up to the nearest 0.04 multiple of a Swiss franc (the ‘‘Dividend’’)and (3) divide the Dividend by four, which result we refer to as the ‘‘Installment.’’ To convert theDividend to the USD amount that shareholders of record will receive in four equal quarterlyinstallments, each Installment will be converted from Swiss francs to U.S. dollars by (1) dividing theInstallment by the Rate, and (2) rounding this result down to the nearest US$ 0.01. The firstinstallment of the Dividend ($0.18 in USD) will be paid on June 15, 2011 to shareholders of record atthe close of business on June 1, 2011. The second installment of the Dividend ($0.18 in USD) will bepaid on September 15, 2011 to shareholders of record at the close of business on September 1, 2011.The third installment of the Dividend ($0.18 in USD) will be paid on December 15, 2011 toshareholders of record at the close of business on December 1, 2011. The fourth installment of theDividend ($0.18 in USD) will be paid on March 15, 2012 to shareholders of record at the close ofbusiness on March 1, 2012.

Our statutory auditor, Deloitte AG, must confirm that the dividend proposal conforms with therequirements of the Swiss Code and our articles of association. The auditor’s report will be available atthe meeting.

Text of the Shareholder Resolution

The blank numbers in the following resolution will be completed based upon the amountrecommended by the Board of Directors and the Rate. Immediately following the resolution, weprovide an illustrative example of the text of the resolution based on an assumption as to the Rate.


The shareholder resolution approving the foregoing is as follows:

IT IS RESOLVED, that a dividend of CHF [ � ] per share shall be distributed to theshareholders out of the reserves of Tyco Electronics Ltd., to be paid to the shareholders in fourinstallments in US dollars (‘‘USD’’) and that each installment be equal to the USD equivalent(rounded down to the next $0.01) of CHF [ � ] per share, determined by dividing the CHF pershare amount by the CHF per one USD exchange ratio of [ � ] (being the CHF per one USDcurrency exchange ratio as published by the Swiss National Bank two business days prior to thedate of the Annual General Meeting), and rounding the result down to the nearest US$ 0.01 (orUS$[ � ]), (1) on June 15, 2011 to the shareholders of record on June 1, 2011, (2) onSeptember 15, 2011 to the shareholders of record on September 1, 2011, (3) on December 15,2011 to the shareholders of record on December 1, 2011, and (4) on March 15, 2012 to theshareholders of record on March 1, 2012; the CHF dividend shall be hedged so that USDpayments to shareholders will not exceed the dividend in CHF as resolved by this resolutionirrespective of changes to CHF to USD exchange rates.

Illustrative Example of Text of Shareholder Resolution

Assuming that the Rate is 1.0031, the text of the shareholder resolution would be as follows (withillustrative numbers presented in italics):

IT IS RESOLVED, that a dividend of CHF [0.76] per share shall be distributed to theshareholders out of the reserves of Tyco Electronics Ltd., to be paid to the shareholders in fourinstallments in US dollars (‘‘USD’’) and that each installment be equal to the USD equivalent(rounded down to the next $0.01) of CHF [0.19] per share, determined by dividing the CHF pershare amount by the CHF per one USD exchange ratio of [1.0031] (being the CHF per one USDcurrency exchange ratio as published by the Swiss National Bank two business days prior to thedate of the Annual General Meeting), and rounding the result down to the nearest US$ 0.01 (orUS$[0.18]), (1) on June 15, 2011 to the shareholders of record on June 1, 2011, (2) onSeptember 15, 2011 to the shareholders of record on September 1, 2011, (3) on December 15,2011 to the shareholders of record on December 1, 2011, and (4) on March 15, 2012 to theshareholders of record on March 1, 2012; the CHF dividend shall be hedged so that USDpayments to shareholders will not exceed the dividend in CHF as resolved by this resolutionirrespective of changes to CHF to USD exchange rates.


The approval of a majority of our shares represented at the meeting, whether in person or byproxy, is required for approval of Agenda Item No. 7.

Recommendation



AGENDA ITEM NO. 8—CHANGE OF OUR CORPORATE NAMEFROM ‘‘TYCO ELECTRONICS LTD.’’ TO ‘‘TE CONNECTIVITY LTD.’’


Our Board of Directors proposes that our shareholders approve an amendment to our articles ofassociation to change our name from ‘‘Tyco Electronics Ltd.’’ to ‘‘TE Connectivity Ltd.’’. The proposedamendment to article 1, paragraph 1 of our articles of association is set forth below under ‘‘Text ofShareholder Resolution.’’

Explanation

The Board of Directors believes it is advisable and in the best interests of the company to changethe name of the company from ‘‘Tyco Electronics Ltd.’’ to ‘‘TE Connectivity Ltd.’’ in connection withour ongoing branding and marketing strategy. The proposed new name broadens the company’scorporate name while remaining recognizable to the market and the industry, is more indicative of thecurrent business activities and strategic direction of the company, and will provide a clearer identity inboth the business and financial marketplaces. This amendment to the articles of association shall onlyhave the substantive effect of changing the name of the company in all places where such nameappears in the articles of association and shall have no further substantive effect on the articles ofassociation. Additionally, the name change will not in any way affect the validity of currentlyoutstanding stock certificates for Tyco Electronics shares nor will it affect our ticker symbol ‘‘TEL’’ onthe NYSE.

Text of Shareholder Resolution

IT IS RESOLVED, that the meeting of shareholders approves the amendment of article 1,paragraph 1 of the articles of association of Tyco Electronics Ltd. as follows:

Previous version Proposed new version

Art. 1 Art. 1Name and Domicile Name and Domicile1Under the company name of 1Under the company name of

Tyco Electronics Ltd. TE Connectivity Ltd.(Tyco Electronics AG) (TE Connectivity AG)(Tyco Electronics SA) (TE Connectivity SA)

a corporation exists according to the a corporation exists according to theprovisions of the CO having its seat in provisions of the CO having its seat inSchaffhausen. Schaffhausen.



Recommendation



AGENDA ITEM NO. 9—RENEWAL OF AUTHORIZED CAPITAL


Our Board of Directors proposes that its authority to issue shares out of the company’s authorizedcapital be reapproved and extended for an additional period ending two years after the date of theAnnual General Meeting (March 9, 2013, assuming no postponement or adjournment of the AGM), bythe shareholders’ approval of an amendment to article 5, paragraph 1 of our articles of association.This proposed amendment to article 5, paragraph 1 of our articles of association is set forth belowunder ‘‘Text of Shareholder Resolution.’’ See also ‘‘Agenda Item No. 10—Approval of Reduction ofShare Capital for Shares Acquired under our Share Repurchase Program’’ which proposes a furtheramendment to article 5, paragraph 1 of our articles of association in connection with a share capitalreduction.

Explanation

The Board of Directors believes it is advisable and in the best interests of the company toauthorize the Board of Directors to be reauthorized to issue new authorized capital in accordance withthe provisions of the Swiss Code and our articles of association. Our articles of association approved byour shareholders upon our continuation as a Swiss corporation in June 2009 authorized our Board ofDirectors to issue new authorized capital at any time during the two-year period ending on June 22,2011 (the second anniversary of the approval by our shareholders of our original articles ofassociation), and thereby increase the share capital, without shareholder approval, by a maximumamount of 50% of the share capital at the time of the increase. The Swiss Code provides that theshareholders may, by amendment to the articles of association, authorize the Board of Directors toincrease the share capital for a period of no longer than two years from such approval. The amount ofauthorized capital set forth in article 5, paragraph 1 would be reduced during the two-year periodending on March 9, 2013 proportionately to any reduction to the company’s total authorized sharecapital approved by the shareholders and effected during this two-year period, including the reductionto share capital proposed for approval under Agenda Item No. 10.

If this Agenda Item is approved, we would nevertheless seek shareholder approval for shareissuances to the extent required under NYSE rules. Under current NYSE rules, shareholder approval isgenerally required, with certain enumerated exceptions, to issue common shares or securitiesconvertible into or exercisable for common shares in one or a series of related transactions if suchcommon shares represent 20% or more of the voting power or outstanding common shares of thecompany. NYSE rules also require shareholder approval for an issuance of shares that would result in achange of control of the company, as well as for stock issuances in connection with certain benefitplans or related party transactions.



IT IS RESOLVED, that the meeting of shareholders approves the amendment of article 5,paragraph 1 of the articles of association of Tyco Electronics Ltd. as follows:


Art. 5 Art. 5Authorized Capital Authorized Capital1The Board of Directors is authorized to 1The Board of Directors is authorized toincrease the share capital at any time until increase the share capital at any time until22 June 2011 by an amount not exceeding 9 March 2013 by an amount not exceedingCHF 320,727,668.19 through the issuance of CHF 320,727,668.19 through the issuance ofup to 234,107,787 fully paid up registered up to 234,107,787 fully paid up registeredshares with a par value of CHF 1.37 each.* shares with a par value of CHF 1.37 each.*

* Assumes that the fourth amendment to article 5, paragraph 1 of our articles of associationapproved by our shareholders at the 2010 annual general meeting of shareholders held onMarch 10, 2010, which will amend the authorized capital and par value set forth in Swissfrancs (CHF) in paragraph 1, has been registered by the company with the commercialregister, as expected, on March 8, 2011. Prior to such amendment, those numbers set forth inarticle 5, paragraph 1 of our articles of association are CHF 362,867,069.85 and CHF 1.55,respectively—see Exhibit 3.1 to Tyco Electronics Ltd.’s Current Report on Form 8-K filed withthe SEC on December 7, 2010.


The approval of two-thirds of the shares and the absolute majority of the par value of the sharesrepresented at the meeting, whether in person or by proxy, is required for approval of Agenda ItemNo. 9.

Recommendation



AGENDA ITEM NO. 10—APPROVAL OF REDUCTION OF SHARE CAPITALFOR SHARES ACQUIRED UNDER OUR SHARE REPURCHASE PROGRAM


Our Board of Directors proposes that 5,134,890 shares purchased under our share repurchaseprogram by Tyco Electronics Ltd. during the period beginning July 27, 2010 and ending December 24,2010 be cancelled and that, as a result, shareholders approve amendments to our articles of associationto effect the share capital reduction by CHF 7,034,799.30 to CHF 634,420,537.08. The proposedamendments to article 4, paragraph 1, article 5, paragraph 1 and article 6, paragraph 1 of our articlesof association are set forth below under ‘‘Text of Shareholder Resolution.’’

Explanation

The Board of Directors believes it is advisable and in the best interests of the company to cancelshares purchased by Tyco Electronics Ltd. under our share repurchase program during the fourth fiscalquarter of 2010 and the first fiscal quarter of 2011 and accordingly effect the reduction of the sharecapital of the company by approval of the proposed amendments to the articles of association.

PricewaterhouseCoopers AG, Zurich, Switzerland, the company’s special auditor, will deliver areport to the Annual General Meeting confirming that the receivables of the creditors of TycoElectronics will be fully covered after giving effect to the share capital reduction in accordance witharticle 732, paragraph 2 of the Swiss Code. The auditor’s report will be available at the meeting.

The capital reduction by cancellation of shares can only be accomplished after publication of threenotices to creditors in the Swiss Official Gazette of Commerce (SHAB) and in the manner provided forby the articles of association after the two-month time period set for the creditors to file claims hasexpired and all creditors who have filed claims have been satisfied or secured and a public deed ofcompliance has been established.


IT IS RESOLVED, that, based on a special auditor report dated March 9, 2011 in accordance witharticle 732, paragraph 2 of the Swiss Code of Obligations (the ‘‘Swiss Code’’), which is at hand,provided by PricewaterhouseCoopers AG, Zurich, Switzerland, as state supervised auditingenterprise present at the shareholders’ meeting:

1. the registered share capital of Tyco Electronics Ltd. in the aggregate amount of Swiss francs(‘‘CHF’’) 641,455,336.38 shall be reduced by the amount of CHF 7,034,799.30 toCHF 634,420,537.08 by cancelling 5,134,890 registered shares;

2. it is acknowledged and recorded that according to the report dated March 9, 2011 ofPricewaterhouseCoopers AG, Zurich, Switzerland, as state supervised auditing enterprisepresent at the shareholders’ meeting, in accordance with article 732, paragraph 2 of the SwissCode, it is confirmed that the receivables of the creditors of Tyco Electronics Ltd. are fullycovered by assets after giving effect to the capital reduction; and


3. the articles of association of Tyco Electronics Ltd. shall be adapted as follows:


Art. 4 Art. 4Share Capital Share Capital1The Company’s share capital is 1The Company’s share capital isCHF 641,455,336.38. It is divided into CHF 634,420,537.08. It is divided into468,215,574 registered shares with a par value 463,080,684 registered shares with a par valueof CHF 1.37 per share.* of CHF 1.37 per share.*

Art. 5 Art. 5Authorized Capital Authorized Capital1The Board of Directors is authorized to 1The Board of Directors is authorized toincrease the share capital at any time until increase the share capital at any time until9 March 2013 by an amount not exceeding 9 March 2013 by an amount not exceedingCHF 320,727,668.19 through the issuance of CHF 317,210,268.54 through the issuance ofup to 234,107,787 fully paid up registered up to 231,540,342 fully paid up registeredshares with a par value of CHF 1.37 each.*† shares with a par value of CHF 1.37 each.*†

Art. 6 Art. 6Conditional Share Capital Conditional Share Capital1The share capital of the Company shall be 1The share capital of the Company shall beincreased by an amount not exceeding increased by an amount not exceedingCHF 320,727,668,19 through the issue of a CHF 317,210,268.54 through the issue of amaximum of 234,107,787 registered shares, maximum of 231,540,342 registered shares,payable in full, with a par value of CHF 1.37 payable in full, with a par value of CHF 1.37each [rest of paragraph unchanged]* each [rest of paragraph unchanged]*

* Assumes that the fourth amendment to article 4, paragraph 1, article 5, paragraph 1, andarticle 6, paragraph 1 of our articles of association approved by our shareholders at the 2010annual general meeting of shareholders held on March 10, 2010, which will amend theauthorized capital and par value set forth in Swiss francs (CHF) in such articles, has beenregistered by the company with the commercial register, as expected, on March 8, 2011. Priorto such amendment, those numbers set forth in our articles of association in those articleswere as follows, respectively (see Exhibit 3.1 to Tyco Electronics Ltd.’s Current Report onForm 8-K filed with the SEC on December 7, 2010.): (1) article 4, paragraph 1—CHF 725,734,139.70 and CHF 1.55, (2) article 5, paragraph 1—CHF 362,867,069.85 andCHF 1.55, and (3) article 6, paragraph 1—CHF 362,867,069.85 and CHF 1.55.

† Assumes that the amendment to article 5, paragraph 1 of our articles of association relating torenewal of authorized capital set forth in Agenda Item No. 9 is approved by our shareholdersat the Annual General Meeting (whereby the date set forth in article 5, paragraph 1 isamended to be 9 March 2013 rather than 22 June 2011).



Recommendation



AGENDA ITEM NO. 11—AUTHORIZATION RELATING TO SHARE REPURCHASE PROGRAM


Our Board of Directors proposes that the shareholders authorize Tyco Electronics Ltd., accordingto its own discretion, to purchase under its share repurchase program shares of Tyco Electronics Ltd.having an aggregate purchase price to the company of up to USD 800,000,000. The shares bought backunder this authorization by Tyco Electronics Ltd. are to be cancelled definitively and, accordingly, willnot be subject to the 10% limitation for the aggregate par value of Tyco Electronics Ltd. shares ownedby the company and its subsidiaries under article 659 of the Swiss Code. The company intends tosubmit to shareholders at the 2012 annual general meeting of shareholders for cancellation and a sharecapital reduction (amendment to articles of association) shares purchased under this authorizationthrough the fiscal quarter ending December 30, 2011 and, if any portion of the authorization remainsoutstanding at that date, shares purchased under the remaining portion would be submitted toshareholders for cancellation at the subsequent annual general meeting, provided that the companycould submit repurchased shares for cancellation at any extraordinary general meeting of shareholdersheld from time to time.

Explanation

By obtaining shareholders’ approval of the share repurchase program authorization describedabove, as permitted under Swiss law, the company and its subsidiaries may purchase shares of TycoElectronics Ltd. that could exceed the 10% limitation for shares owned by the company and itssubsidiaries set forth in the Swiss Code. The company announced in September 2010 that the Board ofDirectors had approved an additional USD 750,000,000 authorization under the company’s sharerepurchase program. Additionally, at its fiscal year-end on September 24, 2010, the company hadUSD 117,965,146 remaining under its prior Board authorization for the share repurchase program. Theproposed authorization amount above (up to USD 800,000,000) is intended to cover an estimatedbalance of the remaining Board authorization at the time of the Annual General Meeting. Sharesbought back by any subsidiary of the company under the Board’s authorization would be excluded fromthis shareholder authorization and would not be submitted to shareholders for cancellation, althoughsuch shares, when aggregated with shares bought back by Tyco Electronics Ltd., would not exceed theaggregate authorization approved by our Board of Directors. The two-step procedure described above,with the shareholders voting on the share repurchase program authorization at this Annual GeneralMeeting, and deciding on the definitive cancellation of the shares at a subsequent general meeting, hasthe advantage that, by obtaining shareholders’ approval for the future cancellation of a maximumnumber of shares, as permitted under Swiss law, these shares no longer fall within the statutory limit ofthe Swiss Code. This procedure thereby provides the company with greater flexibility for the company’scapital management and return of value to shareholders.


IT IS RESOLVED, that: (1) the meeting of shareholders authorizes Tyco Electronics Ltd. topurchase under its share repurchase program shares of Tyco Electronics Ltd. having an aggregatepurchase price to the company of up to USD 800,000,000, (2) the shares bought back by TycoElectronics Ltd. under this authorization are to be cancelled definitively and, accordingly, will notbe subject to the 10% limitation for the aggregate par value of Tyco Electronics Ltd. shares ownedby the company and its subsidiaries under article 659 of the Swiss Code of Obligations, and (3) theamendment of the articles of association of Tyco Electronics Ltd. (reduction of share capital inrespect of the actual number of shares so repurchased) shall be submitted for approval to theannual general meeting of shareholders held in 2012 and, if necessary, the annual general meetingof shareholders held in 2013, provided that the submission of repurchased shares for cancellationmay be made at any extraordinary general meeting of shareholders held from time to time.




Recommendation



AGENDA ITEM NO. 12—APPROVAL OF ANY ADJOURNMENTS OR POSTPONEMENTSOF THE MEETING


Our Board of Directors proposes that our shareholders approve any adjournments orpostponements of the Annual General Meeting.

Explanation

You are being asked to approve any adjournments or postponements of the meeting so that we cansolicit additional proxies if there are insufficient proxies to elect directors and approve the remainingagenda items at the time of the meeting.



Recommendation



ADDITIONAL INFORMATION

Cost of Solicitation

The cost of solicitation of proxies will be paid by Tyco Electronics. Tyco Electronics has engagedInnisfree M&A Incorporated as the proxy solicitor for the Annual General Meeting for an approximatefee of $15,000. In addition, certain directors, officers or employees of Tyco Electronics may solicitproxies by telephone or personal contact. Upon request, Tyco Electronics will reimburse brokers,dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwardingproxy materials to beneficial owners of shares.

Registered and Principal Executive Offices

The registered and principal executive offices of Tyco Electronics are located at Rheinstrasse 20,CH-8200 Schaffhausen, Switzerland. The telephone number is +41 (0)52 633 66 61.

Annual Report

Copies of our Annual Report for the fiscal year ended September 24, 2010 containing our auditedconsolidated financial statements with accompanying notes and our audited Swiss statutory financialstatements prepared in accordance with Swiss law as well as additionally required Swiss disclosures, areavailable to shareholders free of charge on our Web site at www.te.com or by writing to TycoElectronics Shareholder Services, Tyco Electronics Ltd., Rheinstrasse 20, CH-8200 Schaffhausen,Switzerland.

TYCO ELECTRONICS 2012 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Tyco Electronics anticipates that the 2012 Annual General Meeting of Shareholders will be held onor about March 7, 2012.

Shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act andarticle 14 of Tyco Electronics’ articles of association will be considered for inclusion in Tyco Electronics’2012 proxy statement and proxy card for the meeting if the proposal is received in writing by TycoElectronics’ Secretary no later than October 3, 2011. The notice of proposal must comply with therequirements established by the SEC and must include the information specified in article 14 of TycoElectronics’ articles of association and must be a proper subject for shareholder action under Swiss law.

Article 14 of Tyco Electronics’ articles of association sets forth the procedures (including, withoutlimitation, advance notice requirements) a shareholder must follow to request that an item be put onthe agenda of a general meeting of shareholders. No prior notice is required to bring proposals(including the nomination of persons for election to the Board of Directors) at a general meeting ofshareholders where such proposals relate to items that are already included on the agenda for thatmeeting.

Proposals should be addressed to Harold G. Barksdale, Secretary, Tyco Electronics Ltd.,Rheinstrasse 20, CH-8200 Schaffhausen, Switzerland.

Tyco Electronics will furnish a copy of its articles of association to any shareholder without chargeupon written request to the Secretary.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with theSEC. You may read and copy these materials at the SEC reference room at 100 F Street, N.E.,Washington, D.C. 20549, USA. Please call the SEC at 1-800-SEC-0330 for further information on theirpublic reference room. Our SEC filings are also available to the public at the SEC’s website


(http://www.sec.gov). In addition, you can obtain reports and proxy statements and other informationabout us at the offices of the NYSE, 20 Broad Street, New York, New York 10005, USA.

We maintain a website on the Internet at http://www.te.com. We make available free of charge, onor through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, currentreports on Form 8-K and any amendments to those reports, as soon as reasonably practicable aftersuch material is filed with the SEC. This reference to our Internet address is for informationalpurposes only and shall not, under any circumstances, be deemed to incorporate the informationavailable at such Internet address into this proxy statement.


Appendix A

PRIMARY TALENT MARKET PEER GROUP

Aerospace & Defense, Electronics & Scientific Equipment, Industrial Manufacturing

3M Company KLA-Tencor CorporationKnowles Electronics Holdings Inc.

Agilent Technologies Inc.Alliant Techsystems Inc. L-3 Communications Holdings Inc.Ameron International Corp. Lafarge North AmericaAMETEK Inc. Lockheed Martin Corp.A. O. Smith CorporationApplied Materials Inc. MAG Industrial Automation Systems LLCArrow Electronics, Inc. Matthews International Corporation

MeadWestvaco Corp.Ball Corp. Milacron LLCBarnes Group Inc. Mine Safety Appliances Co.Beckman Coulter Inc.The Boeing Company Northrop Grumman CorporationBrady Corp.

Owens-Illinois Inc.Calgon Carbon CorporationCameron International Corp. Parker Hannifin CorporationCooper Industries Ltd. PerkinElmer, Inc.Corning Incorporated Plexus Corp.

Polymer Group, Inc.Donaldson Co. Inc. PolyOne Corporation

Eaton Corporation. Rockwell Automation Inc.Rockwell Collins Inc.

Fairchild Controls CorporationFANUC Robotics America SCA AmericasFlowserve Corporation Sealed Air Corporation

Sensata Technologies, Inc.GAF Materials Corporation (Canada) Siemens AGGeneral Atomics Snap-on IncorporatedGeneral Dynamics Corporation Sonoco Products Co.General Electric Company Spirit AeroSystems Holdings, Inc.Goodrich Corp. SPX CorporationGoodyear Tire & Rubber Co. Swagelok CompanyGreif, Inc.

Terex Corp.Herman Miller Textron Inc.Honeywell International Inc. The Timken CompanyHusky Injection Molding Systems Ltd. Thomas & Betts Corp.

Toro Co.Ingersoll-Rand Trinity Industries, Inc.Invensys ControlsITT Corporation United Technologies Corporation

USG Corp.Jabil Circuit Inc.

VWR International, LLCKaman Industrial Technologies

Watts Water Technologies, Inc.

2011 Annual General Meeting Proxy Statement A-1

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